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Table of Contents


Filed Pursuant to Rule 424(b)(4)
Registration No. 333-208880

         PROSPECTUS

127,500,077 Class B Shares

GRAPHIC

Grupo Supervielle S.A.

which may be represented by American depositary shares



         This is the initial public offering of our Class B shares of common stock, par value Ps.1 per share and one vote per share. We and the selling shareholder named in this prospectus are offering the Class B shares in a global offering, which consists of an international offering in the United States and other countries outside Argentina and a concurrent offering in Argentina. In the aggregate, 95,682,077 Class B shares, which may be represented by American depositary shares ("ADSs"), are being offered by us in the global offering and 31,818,000 Class B shares, which may be represented by ADSs, are being offered by the selling shareholder, in the global offering. Each ADS represents five Class B shares. The international offering of the ADSs is being underwritten by the international underwriters named in this prospectus. In the Argentine offering, Class B shares are being offered by us and the selling shareholder to investors in Argentina through the Argentine placement agent named in this prospectus. The closings of the international and Argentine offerings are conditioned upon each other. We will not receive any proceeds from the sale of Class B shares by the selling shareholder.

         Prior to this offering, no public market existed for the Class B shares and ADSs. The initial public offering price of the ADSs in the international offering is US$11.00 per ADS, and the initial public offering price of the Class B shares in the Argentine offering is US$2.20 per Class B share. After the pricing of this offering, we expect the ADSs to trade on the New York Stock Exchange (the "NYSE") under the symbol "SUPV" and our Class B shares to be listed on the Mercado de Valores de Buenos Aires (the "MERVAL") and the Mercado Abierto Electrónico S.A. ("MAE"), under the symbol "SUPV."

         The offering of our Class B shares in Argentina was registered with the Argentine securities regulator (Comisión Nacional de Valores). Neither the U.S. Securities and Exchange Commission (the "Commission") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

         Investing in the Class B shares and ADSs involves risks. See "Risk Factors" beginning on page 29 of this prospectus.



       
 
 
  Per ADS
  Total
 

Public offering price

  US$11.0000   US$259,536,079
 

Underwriting discounts and commissions(1)

  US$0.4125   US$9,732,603
 

Proceeds, before expenses from the sale of ADSs, to us(2)

  US$10.5875   US$202,606,794
 

Proceeds, before expenses from the sale of ADSs, to the selling shareholder(3)

  US$10.5875   US$47,196,682

 

(1)
See "Underwriting."

(2)
We will also receive estimated proceeds before expenses of US$4 from the sale of Class B shares in the Argentine offering.

(3)
The Selling Shareholder will also receive estimated proceeds before expenses of US$20,177,933 from the sale of Class B shares in the Argentine offering.

         We have granted the international underwriters the right for a period of 30 days from the date of this prospectus to purchase in the aggregate up to an additional 19,125,010 Class B shares represented by ADSs at the initial public offering price paid by investors minus any applicable discounts and commissions pursuant to the international underwriters option to purchase additional shares. New shareholders will not have preemptive or accretion rights with respect to the Class B shares offered pursuant to the international underwriters' option to purchase additional shares.

         The Class B shares and ADSs will be ready for delivery on or about May 24, 2016.

Morgan Stanley   BofA Merrill Lynch

Joint Bookrunner and Joint Global
Coordinator

 

Joint Bookrunner and Joint Global
Coordinator

Raymond James

Co-Manager

The date of this prospectus is May 18, 2016.


Table of Contents


TABLE OF CONTENTS

 
  Page

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

  iii

SUMMARY

  1

THE OFFERING

  17

SUMMARY CONSOLIDATED FINANCIAL DATA

  23

RISK FACTORS

  29

USE OF PROCEEDS

  56

FORWARD-LOOKING STATEMENTS

  57

ARGENTINE ECONOMY AND FINANCIAL SYSTEM

  58

EXCHANGE RATES

  74

EXCHANGE CONTROLS

  75

MARKET INFORMATION

  81

CAPITALIZATION

  83

DILUTION

  84

SELECTED CONSOLIDATED FINANCIAL AND OTHER INFORMATION

  85

SELECTED STATISTICAL INFORMATION

  91

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  119

BUSINESS

  176

ARGENTINE BANKING REGULATION

  228

MANAGEMENT AND CORPORATE GOVERNANCE

  272

MAJOR AND SELLING SHAREHOLDERS

  299

RELATED PARTY TRANSACTIONS

  303

DESCRIPTION OF BYLAWS AND CAPITAL STOCK

  308

DESCRIPTION OF AMERICAN DEPOSITARY SHARES

  317

DIVIDENDS AND DIVIDEND POLICY

  326

TAXATION

  330

UNDERWRITING

  338

ANTI-MONEY LAUNDERING

  348

GLOBAL OFFERING EXPENSES

  352

VALIDITY OF THE SECURITIES

  353

EXPERTS

  354

ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS

  355

WHERE YOU CAN FIND MORE INFORMATION

  356

INDEX TO THE FINANCIAL STATEMENTS

  F-1

ANNEX A

  A-1

INDEX TO EXHIBITS

   



        In this prospectus, we use the terms "we," "us," "our" and the "group" to refer to Grupo Supervielle S.A. and its consolidated subsidiaries, including Banco Supervielle S.A., unless otherwise indicated. References to "Grupo Supervielle" mean Grupo Supervielle S.A. References to the "Bank" mean Banco Supervielle S.A. and its consolidated subsidiaries. References to "Tarjeta" mean Tarjeta Automática S.A. References to "Cordial Microfinanzas" mean Cordial Microfinanzas S.A. References to "SAM" mean Supervielle Asset Management Sociedad Gerente de FCI S.A. References to "Adval" mean Adval S.A. References to "Sofital" mean Sofital S.A.F.e I.I. References to "CCF" mean Cordial Compañía Financiera S.A. References to "Supervielle Seguros" mean Supervielle Seguros S.A. References to "Espacio Cordial" mean Espacio Cordial Servicios S.A. References to "Viñas del Monte" mean Viñas del Monte S.A.

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        References to "Class B shares" refer to shares of our Class B common stock, all with a par value of Ps.1.00 per share and references to "ADSs" are to American depositary shares, each representing five Class B shares, except where the context requires otherwise.

        The term "Argentina" refers to the Republic of Argentina. The terms "Argentine government" or the "government" refers to the federal government of Argentina the term "Central Bank" refers to the Banco Central de la República Argentina, or the Argentine Central Bank, and the term "CNV" refers to the Argentine Comisión Nacional de Valores, or the Argentine securities regulator. "U.S. GAAP" refers to generally accepted accounting principles in the United States of America ("United States" or "U.S."), "Argentine GAAP" refers to generally accepted accounting principles in Argentina and "Argentine Banking GAAP" refers to the accounting rules of the Central Bank. The term "GDP" refers to gross domestic product and all references in this prospectus to GDP growth are to real GDP growth, the term "CPI" refers to the consumer price index and the term "WPI" refers to the wholesale price index. The term "customers" refers to individuals or entities that have at least one of our products without any requirement of customer activity during any time period. Unless the context otherwise requires, the term "financial institutions" refers to institutions regulated by the Argentine Central Bank. The term "Argentine banks" refers to banks that operate in Argentina. The term "Argentine private banks" refers to banks that are not controlled or owned by the Argentine federal government or any Argentine provincial, municipality or city government. The term "private domestically-owned banks" refers to private banks that are controlled by Argentine shareholders. The term "small businesses" refers to individuals and businesses with annual sales of up to Ps.25.0 million. The term "SMEs and large-sized companies" refers to individuals and businesses with annual sales over Ps.25.0 million. The term "ROAE" refers to return on average shareholders' equity. ROAE is frequently used by financial institutions as a benchmark to measure profitability compared to peers but not as a benchmark to determine returns for investors, which is affected by multiple factors that ROAE does not consider.



        We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We, the selling shareholder, the international underwriters, the Argentine placement agent or any of our or their affiliates have not authorized any other person to provide you with different or additional information. We, the selling shareholder, the international underwriters, the Argentine placement agent, or any of our or their affiliates are not making an offer to sell the ADSs or Class B shares in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ADSs or Class B shares. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.



        The offering of ADSs is being made in the United States and elsewhere outside Argentina solely on the basis of the information contained in this prospectus. We are also offering Class B shares in Argentina using a Spanish-language prospectus that will be filed with the CNV. The Argentine prospectus is in a different format than this prospectus in accordance with CNV regulations but contains substantially the same information included in this prospectus.

        The Argentine public offering of the Class B shares has been authorized by the CNV pursuant to Resolution No.18,023 dated April 14, 2016, as amended by Resolution No. 18,033 dated April 21, 2016.

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        No offer or sale of ADSs may be made to the public in Argentina except in circumstances that do not constitute a public offer or distribution under Argentine laws and regulations.




PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial Statements

        We maintain our financial books and records in Pesos and prepare our consolidated financial statements in Argentina in conformity with Argentine Banking GAAP, as these are the rules and regulations applied by the Bank, our main subsidiary. Argentine Banking GAAP differs in certain significant respects from U.S. GAAP and from Argentine GAAP. Our consolidated financial statements at December 31, 2015 and 2014 and for each of the three years ended December 31, 2015, 2014 and 2013 have been audited, as stated in the report appearing herein, and are included in this prospectus and referred to as our "audited consolidated financial statements." Note 35 to our audited consolidated financial statements provides a description of the principal differences between Argentine Banking GAAP and U.S. GAAP, as they relate to us, and a reconciliation to U.S. GAAP of net income and shareholders' equity as of and for the years ended December 31, 2015 and 2014. Unless otherwise indicated, all financial information of our company included in this prospectus is stated on a consolidated basis under Argentine Banking GAAP. Our consolidated financial statements at December 31, 2015 were approved by our ordinary and extraordinary shareholders' meeting held on April 19, 2016.

        In compliance with SEC rules, we have included in Annex A our unaudited consolidated financial statements as of March 31, 2016 and for the three-month periods ended March 31, 2016 and 2015 because we have filed such financial statements with the CNV.

Currencies and Rounding

        The terms "U.S. dollar" and "U.S. dollars" and the symbol "US$" refer to the legal currency of the United States. The terms "Peso" and "Pesos" and the symbol "Ps." refer to the legal currency of Argentina.

        We have translated certain of the Peso amounts contained in this prospectus into U.S. dollars for convenience purposes only. Unless otherwise indicated, the rate used to translate such amounts as of December 31, 2015 was Ps.13.0050 to US$1.00, which was the reference exchange rate reported by the Central Bank for U.S. dollars. The Federal Reserve Bank of New York does not report a noon buying rate for Pesos. The U.S. dollar equivalent information presented in this prospectus is provided solely for the convenience of investors and should not be construed as implying that the Peso amounts represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate. See "Exchange Rates" for more detailed information regarding the translation of Pesos into U.S. dollars.

        All "as adjusted" amounts contained in this prospectus have been adjusted to reflect the receipt by us of the estimated net proceeds at the public offering price of US$2.20 per Class B share (or US$11.00 per ADS), the price set forth on the cover page of this prospectus.

        Certain figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Market Share and Other Information

        We make statements in this prospectus about our competitive position and market share in, and the market size of, the Argentine banking industry. We have made these statements on the basis of

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statistics and other information derived from the Central Bank's publications and other third-party sources that we believe are reliable. Although we have no reason to believe any of this information or these reports are inaccurate in any material respect, neither we, the selling shareholder, the international underwriters, the Argentine placement agent nor any of our or their affiliates have independently verified the competitive position, market share and market size or market growth data provided by third parties or by industry or general publications.

        In January 2007, the Instituto Nacional de Estadísticas y Censos (the National Statistics and Census Institute, or "INDEC"), which is the only institution in Argentina with the statutory authority to produce official nationwide statistics, modified the methodology used to calculate certain of its indices. On January 8, 2016, the Macri administration issued Decree No. 55/2016 declaring a state of administrative emergency with respect to the national statistical system and the INDEC until December 31, 2016. During this state of emergency, the INDEC has suspended and will suspend publication of certain statistical data until it completes a reorganization of its technical and administrative structure capable of producing sufficient and reliable statistical information.

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SUMMARY

        This summary highlights material information appearing elsewhere in this prospectus. While this summary highlights what we consider to be the most important information about us, you should carefully read this prospectus and the registration statement of which this prospectus is a part in their entirety before investing in our Class B shares and the ADSs, including "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our audited consolidated financial statements and related notes beginning on page F-1.

Overview

        We are a private domestically-owned financial group with a long-standing presence in the Argentine financial system and a leading competitive position in certain attractive market segments. We are controlled by the Supervielle family, which entered the Argentine banking sector in 1887. We own the fifth largest Argentine private domestically-owned bank in terms of assets. We maintain a strong geographic presence in the City of Buenos Aires and the Greater Buenos Aires metropolitan area, which is Argentina's most commercially significant and highly populated area, and we are leaders in terms of our banking network in some of Argentina's most dynamic regions, including Mendoza and San Luis. The Bank, which consolidated with CCF, is our main asset, comprising 97.3% of our total assets, and has a history of strong growth. Between the 2011-2015 period, our loan portfolio grew at a compound annual growth rate ("CAGR") of 34.7%, as compared to an average of 31.1% for the private financial system in Argentina for the same period according to the Central Bank. As of December 31, 2015, we served over two million customers, and our assets totaled Ps.33.0 billion (approximately US$2.5 billion), in addition to Ps.5.9 billion (approximately US$450 million) of assets managed by SAM. As of December 31, 2015, the Bank and CCF accounted for 89.3% and 8.0% of our total assets, respectively.

        As of December 31, 2015 and 2014, according to calculations performed based on Central Bank and other third party information, our share of the Argentine private bank market for the products or segments indicated below was:

    Personal loans: a 5.9% market share as of December 31, 2015, compared to a 5.0% market share as of December 31, 2014;

    Active Mastercard credit cards: an 8.4% market share as of December 31, 2015, compared to a 9.1% market share as of December 31, 2014; and

    Leasing: a 9.6% market share, and a market share greater than 11.0% when taking into account our securitized leasing portfolio as of December 31, 2015, compared to market shares of 6.3% and 10%, respectively, as of December 31, 2014.

        According to the most recent publicly available information based on data published by the Central Bank as of November 30, 2015, we had a 7.5% market share in factoring, compared to a 9.8% market share as of December 31, 2014;

        As of the nine-month period ended September 30, 2015:

    Deposits among private banks in the Mendoza and San Luis regions: a 19.1% and 53.1% market share, respectively; and

    Total loans among private banks in the Mendoza and San Luis regions: a 14.4% and 48.9% market share, respectively.

        In the years ended December 31, 2015 and 2014, respectively,

    The Bank originated 38.1% and 45.1% of all bank asset securitizations in the Argentine market;

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    We originated 9.6% and 16.2% of all asset securitizations in the Argentine market; and

    We managed 12.9% and 12.9% of all social security payments to senior citizens in Argentina.

        We offer diverse financial products and services that are specifically tailored to cover the different needs of our customers through a multi-brand and multi-channel platform. We have developed a multi-brand business model to differentiate the financial products and services we offer to a wide spectrum of individuals, small and medium-sized enterprises ("SMEs") and medium to large-sized companies in Argentina. Our infrastructure supports our multi-channel distribution strategy with a strategic national footprint through 325 access points, which include 110 bank branches, 67 senior citizen service centers, 11 banking payment and collection centers, 66 CCF sales points located in Walmart supermarkets, 61 consumer financing branches and other sale points, 9 microfinance branches, 491 ATMs and 158 self-service terminals. As of December 31, 2015, we had 5.0% market share in terms of branches and ATMs among private Argentine banks according to Central Bank information. In February 2016, the Central Bank approved our request to convert 35 of our 67 senior citizen service centers into full bank branches. As a result, as of the date of this prospectus, we have 145 bank branches and 32 senior citizen service centers.

        Building on our banking sector expertise, we identify cross-selling opportunities and offer targeted products to our customers at each point of contact, including by acting as the exclusive on-site provider of financial services to Wal-Mart Argentina S.R.L. ("Walmart Argentina") customers at each of Walmart Argentina's 108 supermarkets located in 21 provinces.

        As of December 31, 2015 and 2014, on a consolidated basis, we had:

    Over two million customers, including 1.7 million retail customers of the Bank and approximately 0.4 million retail customers of our other subsidiaries, 14,774 small businesses and 4,492 SMEs and large-sized companies as of December 31, 2015, compared to over two million customers, including 1.6 million retail customers of the Bank and approximately 0.4 million retail customers of our other subsidiaries, 12,389 small businesses and 3,957 SMEs and large-sized companies as of December 31, 2014;

    Ps.33.0 billion in total assets as of December 31, 2015, compared to Ps.23.2 billion in total assets as of December 31, 2014;

    Ps.20.0 billion in loans to the private sector and Ps.1.1 billion in financial leases as of December 31, 2015, compared to Ps.14.6 billion in loans to the private sector and Ps.584 million in financial leases as of December 31, 2014;

    Ps.1.3 billion in senior and subordinated bonds and participation certificates in financial trusts (which held Ps.2.8 billion in personal loans and financial leases) created in connection with our securitization transactions as of December 31, 2015, compared to Ps.1.3 billion in senior and subordinated bonds and participation certificates in financial trusts (which held Ps.3.1 billion in personal loans and financial leases) created in connection with our securitization transactions as of December 31, 2014;

    Ps.23.7 billion in deposits, including Ps.22.3 billion from the private sector, Ps.251.0 million from the financial sector and Ps.1.2 billion from the non-financial public sector as of December 31, 2015, compared to Ps.16.9 billion in deposits, including Ps.15.3 billion from the financial sector and Ps.1.4 billion from the non-financial public sector as of December 31, 2014;

    Ps.2.4 billion in shareholders' equity as of December 31, 2015, compared to Ps.1.7 billion in shareholders' equity as of December 31, 2014; and

    4,843 employees as of December 31, 2015, compared to 4,579 employees as of December 31, 2014.

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        We have developed a segmentation strategy of our customer base to target the specific needs of each category of customers. Our business model has allowed us to deliver sustained levels of growth and profitability.

        Between 2013 and 2015 the Bank's loan portfolio grew at a CAGR of 31.5%, as compared to 29.7% for private banks in Argentina. The Bank's annualized return on average equity ("ROAE") was 28.5%, 35.2%, 27.7%, 27.3% and 24.9% for the fiscal years ended December 31, 2011, 2012, 2013, 2014 and 2015, respectively, compared to an average annualized ROAE of 25.6%, 26.4%, 29.1%, 32.1% and 31.2% for private banks in Argentina over the same periods. The Bank achieved net interest margins of 12.5%, 15.1%, 15.0%, 16.7% and 17.3% for the fiscal years ended December 31, 2011, 2012, 2013, 2014 and 2015, respectively, which compares favorably to averages for private banks in Argentina of 10.6%, 12.3%, 12.5%, 14.2% and 15.0% for the fiscal years ended December 31, 2011, 2012, 2013, 2014 and 2015, respectively. As of December 31, 2015, the Bank accounted for 3.7% of all loans held by private banks in Argentina and 3.1% of all deposits maintained with such banks, compared to 3.1% and 2.8%, respectively, in 2011.

        Our technology-based sales model enhances our ability to offer customers efficient, high quality service. The Bank has made significant investments in its ATMs and self-service terminal network, doubling the network from 2010 to 2015. We were the first bank in Argentina to use biometrics technology as part of our distribution channels. We also have technology scoring systems that allow for an efficient credit-related decision-making process.

Segments

        We conduct our operations through the following segments:

    Retail Banking

    Corporate Banking

    Treasury

    Consumer Finance

    Insurance

    Asset Management & Other Services

Products and Services

        We offer our products and services in Argentina's main regions and cities through our main operating subsidiaries, which include:

    Banco Supervielle S.A., a universal commercial banking institution,

    Cordial Compañía Financiera S.A., a consumer financing company,

    Tarjeta Automática S.A., a private label credit card company,

    Cordial Microfinanzas S.A., a company that specializes in microfinance,

    Supervielle Seguros S.A., an insurance company,

    Supervielle Asset Management Sociedad Gerente de FCI S.A., an asset management company, and

    Espacio Cordial Servicios S.A., a retail company selling non-financial products and services.

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Market Opportunities

        We believe that the low penetration rates of financial services in Argentina, offer a significant opportunity for us to accelerate our growth. We highlight below the key market opportunities from which we believe we will benefit:

        Under-developed financial system with low levels of banking and insurance penetration.    Argentina has one of the lowest market penetration rates of financial services in Latin America. According to the Central Bank and INDEC ("Instituto Nacional de Estadísiticas y Censos"), loans to the private sector as a percentage of GDP were 12.1% as of December 31, 2014, which positively compares to penetration rate levels in other Latin American countries, such as 53.3% for Brazil, 75.9% for Chile, 43.6% for Colombia, 31.4% for Peru, 25.0% for Uruguay and 17.9% for Mexico as of December 31, 2014 according to the Inter-American Development Bank ("IDB").

        Similarly, Argentina's insurance market also remains under-penetrated when compared to other countries in Latin America. According to each country's insurance regulator based on the most recent publicly available information insurance premiums written in Argentina as a percentage of GDP, represented 1.5%, as of September 30, 2015, positively comparing to 2.6% in Brazil, 2.4% in Colombia, 1.8% in Peru, 1.9% in Mexico and 4.3% in Chile as of December 31, 2015.

        Fragmented banking sector in Argentina offers the possibility for further consolidation.    The Argentine banking sector, which shows high levels of profitability and maintains a strong asset quality, presents opportunities for consolidation. As of December 31, 2015, according to the respective financial regulatory agencies, there were 62 banks in Argentina, compared to 129 in Brazil, 24 in Chile, 25 in Colombia, 45 in Mexico and 17 in Peru. The relatively high number of banks in Argentina suggests that there is room for consolidation. As of December 31, 2015, the top five banks in Argentina represented 51.3% of total loans extended by banks (with the government-owned banks alone accounting for 36.5%), compared to 74.1% in Brazil, 73.2% in Chile, 63.4% in Colombia, 72.0% in Mexico and 86.5% in Peru. We believe that consolidation would improve efficiency as cost savings are materialized through optimization of infrastructure and expenses and would allow for further growth opportunities. According to information published by each relevant country's regulator, in 2015, Argentina's banking sector had an efficiency ratio of 54.3%, compared to 47.1% in Brazil, 47.4% in Chile, 42.9% in Colombia, 51.4% in Mexico and 40.0% in Peru. We believe that our track record, size and geographic reach strategically positions us to benefit in the event of consolidation in the Argentine banking sector.

        Solvency of Argentine financial system.    Although Argentina's financial system experienced instability as a result of the 2001-2002 crisis over the last five years, the Argentine financial system has maintained high levels of profitability and strong asset quality. From 2011 to 2015, according to the Central Bank, the Argentine financial system had an average annualized ROAE of 29.1%, an average NPL ratio of 1.7% and an average deposits to loans ratio of 142.5%. As of December 31, 2015, the Argentine financial system had an annualized ROAE of 32.4%, an NPL ratio of 1.7% and deposits to loans ratio of 148.5%, indicating comfortable liquidity levels. Furthermore, assets and liabilities in the financial system are largely denominated in Pesos, which limits exposure of the financial system to foreign exchange fluctuations. The relatively short duration of loans in the Argentine financial system results in low asset-liability mismatch, protecting the system from an unexpected contraction in deposits.

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Corporate Structure and Our History

        The following diagram illustrates our current organizational structure. Percentages indicate the ownership interest held.

GRAPHIC


(1)
Lankory International S.A. is a Uruguayan sociedad anónima 100% owned by Pilar Isabel Estella Supervielle.

        We are controlled by the Supervielle family, which entered the Argentine banking sector in 1887 and have maintained a successful track record since then. Immediately after the global offering and assuming the placement of all shares offered and no exercise of the international underwriters' option to purchase additional shares, our controlling shareholder, Julio Patricio Supervielle, will own shares representing 62.22% of our total capital stock and 85.04% of total voting rights.

        We are one of few domestically-owned financial groups in Argentina that has remained under the control of the same shareholder group over time. The extensive experience and stability of our controlling group has helped us focus on increasing our market share in the core segments in which we operate and consolidate as one of the most stable financial groups in the country with a recognized reputation.

        Since 2001, we have acquired several businesses while consistently maintaining high levels of profitability and sustained ROAE. Our average ROAE for the 2011-2015 period was 29.5%, while the Bank posted an average ROAE of 28.7%. Since 2001, we have acquired several financial institutions such as Banco Société Générale Argentina and Banco Regional de Cuyo, and we have acquired businesses such as Tarjeta, GE Compañía Financiera (now CCF) and Aseguradora de Crédito del Mercosur (now Supervielle Seguros). We also offer consumer loans, credit cards and insurance products through an exclusive agreement with Walmart Argentina.

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Our Competitive Strengths

        We have achieved a strong competitive position in our core products (personal loans, factoring, leasing and social security payments to senior citizens).

        We have developed a leading position in the Argentine market in a number of attractive products to different customer segments.    We are leaders in the Argentine market in the following areas:

    Retail Customers.  We maintain leading positions in attractive retail banking and consumer financing segments, offering a variety of products, from personal loans and credit cards to social security payment services to senior citizens. As of December 31, 2015, we had approximately 2.1 million retail customers, accounting for Ps.15.8 billion (approximately US$1.2 billion) in deposits. As of December 31, 2015, the Bank and CCF's loans to retail customers represented 5.9% of the Argentine private banks market for personal loans, which ranked fifth out of 49 private banks in Argentina. In 2015, the Bank managed 12.9% of all monthly social security payments to senior citizens (who collect their payments on a monthly basis), ranking first among Argentine private banks. Additionally, we are the largest private issuer of MasterCard credit cards and the exclusive on-site provider of financial services to Walmart Argentina customers, with a contract recently extended through August 2020, renewable at expiration.

    Corporate Customers.  We are also a leading provider of specially tailored financial services and products to the corporate sector, with a particular focus on SMEs and large-sized companies. As of December 31, 2015, we had a 9.6% market share in leasing, which ranked fifth out of 49, according to our estimates based on Central Bank information. In 2015, our leasing market share was 11.8% when taking into account the securitized leasing portfolio. As of November 30, 2015, we had a 7.5% market share in factoring in terms of Argentine private banks, which ranked fifth out of 49, based on the most recent publicly available information based on data published by the Central Bank.

    Capital Markets.  We maintain a leading position in the Argentine securitization market, which we have developed as part of the Bank's funding strategy. In 2015, we had a 38.1% share in bank asset securitization and a 9.6% share in the overall Argentine asset securitization market according to our own estimates based on Central Bank and CNV information. In 2015, we had Ps.3.4 billion (approximately US$370 million) in securitization and bond issuances for our subsidiaries, and Ps.0.5 billion (approximately US$54 million) in securitization for third parties.

        Access to multiple customer segments through differentiated brands and channels positions us to capture future growth in the Argentine financial system.    We target a broad spectrum of socioeconomic segments and companies of varying sizes using a multi-brand model to offer a wide range of financial services. The Bank offers customized financial products and services to corporate clients, as well as to high net worth and middle-income individuals and to middle and lower-middle-income senior citizens. CCF and Tarjeta focus their products and services on the middle and lower-middle-income segments of the urban population. Through Cordial Microfinanzas, we are the main private financial group in Argentina to offer microfinance services, targeting micro-entrepreneurs that have limited access to traditional banking and financial services and families with housing infrastructure deficiencies that need financing for improvements or maintenance purposes. Our multi-brand model allows us to access segments of the population that are underserved and we believe offer growth opportunities.

        We consistently seek to leverage the strong cross-selling potential of our multi-brand and multi-channel business model and our stable pool of over two million customers.    Through our multi-brand and multi-channel approach, we are able to cross-sell and create synergies across our segments. Bancassurance specifically allows us to cross-sell value added insurance products in compliance with the regulations of the National Superintendency of Insurance (Superintendencia de Seguros de la Nación) and of the Central Bank, as applicable. Additionally, our 128 consumer finance points of sale offer an attractive

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platform for cross-selling certain credit cards and loans. We cross-sell non-financial services and products such as insurance products and plans, tourism packages, health insurance and health services, electric appliances and furniture, and alarm systems through Espacio Cordial and our senior citizen service centers.

        We believe our investment in developing a strategic national footprint positions us to capture strong growth and benefit from economies of scale.    We have a focused presence in Argentina's major regions and cities where the GDP per-capita is above US$12,000, through 325 access points, including branches, senior citizen service centers and sales and collection centers, 491 ATMs, 158 self-service terminals, our call center and home banking and mobile services. The Bank has an important presence in the City of Buenos Aires and the Greater Buenos Aires metropolitan area (where approximately 15.6 million or 39% of Argentina's population resides), through 57 branches and 52 senior citizen service centers and CCF has 22 sales points within Walmart locations. The Bank is also one of the most active players in the Cuyo region, which includes the Province of Mendoza, San Juan and San Luis where it operates through 44 branches, seven senior citizen service centers, nine collection centers and has been designated the exclusive paying agent for the government of the Province of San Luis through 2021. We have approximately 248,000 customers in Mendoza and approximately 188,000 in San Luis. CCF has seven sales points in the Cuyo region. Through Tarjeta, we offer consumer finance services mainly in the Patagonia region, where we rely on 15 branches and 38 sales and collection centers. Given the strength of our network in commercially significant and high-income regions in Argentina, we believe we are well positioned to benefit from economies of scale by leveraging our existing network and growing our revenues without significant investments in additional expansion of our platform.

        Our funding base is robust.    We have access to diversified, competitive and stable sources of funding. Our low-cost demand deposit base comprises 38% of our funding base (25% of savings accounts and 13% of checking accounts as of December 31, 2015). Furthermore, we use securitization of loans and other capital markets instruments among our funding strategies.

        Creation of shareholder value under prudent financial risk management policies.    We have generated value, strong growth and returns on capital for our shareholders that have exceeded average returns for Argentine private banks over the past five years, during which the Bank's annual average shareholders' equity growth rate was 34.7%, while managing financial risks under policies designed to protect our capital and liquidity. In addition to our organic growth, we have successfully acquired and integrated strategic businesses. We have consistently limited our exposure to the non-financial public sector and limited term, currency and other mismatches in our assets and liabilities. Those prudent financial risk policies allowed us to successfully overcome the Argentine financial crisis in 2001 and 2002 and proved equally effective during the 2008 global economic downturn. We derive our net income primarily from financial intermediation activities rather than from trading or financial investments, which has resulted in more stable sources of income and reduced the exposure of our earnings to market volatility.

        Long-standing presence in Argentina's financial sector, committed controlling shareholder and experienced Board of Directors and management team.    Through our main subsidiary, the Bank, we trace our origins to the banking house Supervielle y Cía. Banqueros, established in 1887. Our long-standing presence in Argentina's financial sector has allowed us to establish strong long-term relationships with our customer base, build a reputation for personalized customer service and establish the Supervielle brand as a recognized household name in the Argentine banking industry for both individuals and corporations, as well as in the securitization and corporate bond segments of the local capital markets. Our shareholders have a strong commitment to the Argentine financial system. Julio Patricio Supervielle is the Chairman of the Board of Directors and our CEO and has led Grupo Supervielle for over 13 years. During his tenure we have experienced growth in terms of net worth, assets, deposits and our network, and we have successfully completed some of our most significant acquisitions. We rely on a Board of Directors whose members collectively have extensive experience in retail and commercial

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banking, a deep understanding of local business sectors and strong capabilities in risk management, finance, capital markets, M&A and corporate governance. In addition, our stable senior management team is comprised of seasoned officials and experts in their fields that foster a business culture of high performance.

Our Vision and Strategy

        We seek to become the premier bank for individuals and companies in Argentina and to provide a superior banking experience to our customers at all times. In order to achieve our objective of providing best in class customer service, we strive to continuously innovate and optimize our policies and processes by leveraging our long-standing reputation, effective customer segmentation, multi-brand strategy, extensive distribution network and strong digital footprint.

        We believe that our success is based on our people. We have developed a strong culture based on shared values: leadership, innovation, simplicity, efficiency, commitment and respect.

        The Argentine market is one of the least developed financial systems in Latin America, with a fragmented, competitive landscape. We believe that the market offers a number of growth opportunities which we are positioned to capture given our focus on a distinguished customer experience, our product offering, our extensive distribution network and our leading technology.

        We aim to increase our market share of the overall Argentine financial services market by delivering tailored value propositions in each of the key business segments in which we operate: Retail Banking, Corporate Banking, Treasury, Consumer Financing, Insurance and Asset Management and Other Services.

        The key components of our strategy are as follows:

Increase our market presence in attractive customer segments and products and strengthen our value proposition through an effective customer segmentation strategy

        We seek to increase revenues from each of our target customer segments through cross-selling strategies and as described below:

        Entrepreneurs and Small Businesses:    We aim to continue to expand our market share within our customer base of entrepreneurs and small businesses. We intend to leverage our branch network as a primary means of attracting business and focus on building our customized cash management services.

        Middle and lower-middle-income population:    This segment has one of the lowest banking penetration rates in Latin America and represents an important opportunity to attract new customers. Our exclusive agreements with Walmart Argentina and Hipertehuelche supermarkets position us to reach this segment with a powerful value proposition, particularly consumer finance loans and credit cards. This customer base also offers opportunities for cross-selling of other banking products. Additionally, we continuously analyze opportunities for new product launches to serve this segment.

        High net worth customers:    We successfully launched the Identité brand in 2014 with an attractive value proposition designed to capture and monetize the high net worth customer segment. That value proposition includes a wide range of components like premium credit cards, loyalty programs and exclusive events for customers. To reach high net worth individuals, the bank leverages three key assets: a premium, differentiated brand, a highly trained workforce and an excellent branch network in high income neighborhoods.

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        Senior citizens:    We intend to maintain our leadership position in the senior citizen segment, providing unique services and benefits catered to its specific needs. Leveraging our network of specialized service centers we seek to expand our credit card and personal loan business, finance travel packages and consumer goods and services, and distribute insurance products, including life, burial, health, personal accident insurance and home insurance. This segment is adopting technology rapidly, which we anticipate will increase efficiency of service delivery.

        SMEs and large-sized companies:    Our aim is to become the premier bank for SMEs and large-sized companies by deploying outstanding transactional and cash management services. We intend to develop strategic partnerships with key industry players to provide financial services through direct lending or factoring transactions to their critical providers and suppliers along their value chains. We will target specific opportunities and customers in the agricultural, wine, energy and infrastructure sectors. With respect to the agricultural sector, we strive to deepen our existing relationships with leading industry players, providing financing to their customer base. In San Luis, Córdoba, and Tucumán, where we have a well-established distribution base, we intend to continue to target individual farmers. With respect to the wine industry, we seek to continue to develop partnerships with premium wine producers and key industry suppliers, providing industry insights and financial services, such as harvest financing and warrants backed by wine in custody. With respect to the energy and infrastructure sectors, we target SMEs and large-sized companies along the supply chains of oil and gas (exploration and production) in Vaca Muerta and medium and large construction companies, tapping into the substantial potential demand for infrastructure financing.

        Larger corporate customers:    We intend to offer a full range of products and services, including financial advice, transactional services, treasury management, short, medium and long term financing to larger corporate customers than we have historically targeted. We aim to achieve this goal through quick decision-making with respect to our credit evaluation process, personal attention, increasing transactional services (such as check maintenance, payroll management, payments to suppliers and tax payment services) and building upon our cash management products, payroll management and other products that translate into higher balances of immediately available deposits.

Leverage our proximity to customers through our extensive distribution network of branches, service centers and sales points to provide a superior customer experience

        We have a direct presence in Argentina's major regions and cities. The Bank has a particularly important presence in the Greater Buenos Aires metropolitan area and the Cuyo region, which includes the provinces of Mendoza, San Juan and San Luis. Given the geographical concentration of our network in commercially significant and high-income regions in Argentina, we believe we are well positioned to benefit from economies of scale by growing our revenues without significant investments in additional platform expansion.

        We intend to selectively expand the bank's network of branches, emphasizing services for high net worth and upper-middle-income individuals and small businesses. In order to tap the potential of Vaca Muerta, the shale oil and gas reservoir, we intend to open several branches in the Province of Neuquén, as well as leverage our Malargüe branch in Mendoza.

        We intend to grow the number of hub and spoke sales units specialized in leasing, foreign trade financing and cash management services.

        We will build upon our leadership position in retail and corporate banking services in the provinces of Mendoza and San Luis. We plan to continue our partnerships with premium retail stores and shopping outlets to obtain differentiated discounts and benefits for our retail customers, relying on our existing network, which is the largest in the region, and leveraging our role as exclusive financial agent to the Government of San Luis.

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        We aim to increase our access to non-banking customers, by developing partnerships with key retailers to provide banking services along the lines of our existing alliance with Walmart Argentina, recently extended through August 2020.

        We plan to continue to expand our dedicated sales force with a focus on new entrepreneurs, small businesses and payroll services, to drive revenues and cross-selling ratios.

        We intend to seek new strategic partnerships in the agribusiness sector to provide financial services to leading national and international players catered to their customer base. We plan to broaden our offering of commodity warrants and livestock leasing, leveraging our strong market leadership in San Luis and Córdoba, in the north of Argentina.

Continue capitalizing on synergies by developing new businesses to increase our share of wallet

        Our two million customers provide a base from which to expand our share of wallet and increase customer loyalty. The Bancassurance business allows us to cross-sell historically profitable and low-claims products to our existing customer base. We have access through our distribution networks and aim to further develop our Bancassurance distribution model by expanding the variety of insurance products offered by Supervielle Seguros, including credit life insurance. Espacio Cordial allows us to reach our clients with a wide variety of non-financial products and services, including travel and home appliance financing and health services.

Grow our balance sheet while maintaining our conservative risk management policies

        Over the past 15 years we have differentiated ourselves from our competition by systematically securitizing assets, becoming the leader in Argentine capital markets in this segment. With the planned expansion of our capital base, we plan to reduce securitization of our originated assets, reduce existing borrowings from other financial institutions and unsubordinated negotiable obligations and leverage our capital markets capabilities and expertise to serve corporate customers in connection with capital markets transactions. The proceeds from this offering are expected to nearly double our capacity to increase our balance sheet in two years, allowing for a significant opportunity to improve our cost-income ratios.

        Our conservative financial policies based on a diversified deposit base, low portfolio concentration, short term high liquidity and low interest rate, term and currency mismatches have allowed us to build a strong franchise in retail and corporate banking. We expect that the proceeds from this offering will boost our ability to increase our deposits, cross-sell to retail and consumer customers and attract cash management deposits from corporate clients. We also intend to continue to opportunistically access long-term funding from the international capital markets.

Improve our efficiency by focusing on innovation and technology

        We will seek to increase commercial productivity by optimizing sales time using online and mobile banking, sales and collection centers, streamlining risk assessment and CRM technology. We also plan to continue working with world-class business intelligence tools to increase sales productivity and to improve relationships with clients through better predictive sales actions and communications.

        Our strong culture of innovation supports our constantly keeping abreast of customer needs and global trends, creating and efficiently implementing solutions focused on local customer preferences.

        We intend to expand our digital banking channel and online banking platform. Our goal is to offer an outstanding digital experience to our clients. We intend to continue to increase the number of active online users and to migrate our services to digital channels, which we expect will allow us to increase low-cost distribution and convert service centers into full bank branches. We also intend to continue launching mobile banking applications, which will enable "one click" payment and "one click" loan

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functionalities, with anytime and everywhere financial services and provide alerts and messages to customers in order to achieve cost efficiencies through low-cost social network advertising.

        We have significantly improved the digital experience of our factoring product line, cash management and payroll services, and introduced "iFactus," the first portal providing electronic factoring services and "e-Factoring," an electronic platform which allows for check scanning and electronic delivery to the bank for immediate deposit, custody or discounting, with deferred physical delivery.

        We also intend to increase our offering of transactional services, such as factoring operations, foreign trade and cash management services (check maintenance, payroll management, payments to suppliers and tax payments).

Recent Developments

        Set forth below is certain unaudited interim financial information as of March 31, 2016 and December 31, 2015 and for the three-month periods ended March 31, 2016 and 2015. On May 10, 2016, we filed our unaudited interim financial statements as of March 31, 2016 and December 31, 2015 and for the three-month periods ended March 31, 2016 and 2015 (the "Q1 Financial Statements") with the CNV in Argentina. A translation into English of the Q1 Financial Statements can be found at Annex A of this prospectus. The following is not meant to be a comprehensive statement of our results of operation or financial condition and should be read in conjunction with Annex A and "Risk Factors" herein. Our results of operations for the first three months of 2016 are not necessarily indicative of our results of operations for the full year or any other period.

        Our total outstanding loans and leases (net of allowances) and deposits were Ps.23 billion and Ps.24 billion, respectively, as of March 31, 2016, compared to Ps.21 billion and Ps.24 billion as of December 31, 2015. Our gross financial margin and net service fee income (including insurance activities) were Ps.1 billion and Ps.656 million, respectively, for the three-month period ended March 31, 2016, compared to Ps.700 million and Ps.467 million for the same period in 2015. Our non-performing loan ratio was 2.7% as of March 31, 2016, compared to 3.2% as of December 31, 2015. Our net interest margin was 19.8% for the three-month period ended March 31, 2016, compared to 18.2% for the same period in 2015. Our Tier 1 ratio (Tier 1 Capital: Ps.2.53 billion / Risk weighted assets: Ps.35.16 billion) and total capital ratio (Regulatory Capital: Ps.3.26 billion / Risk weighted assets: Ps.35.16 billion) were 7.2% and 9.3%, respectively, as of March 31, 2016, compared to 6.7% and 8.7% as of December 31, 2015. Our Tier 1 capital was Ps.2.53 billion as of March 31, 2016, compared to Ps.2.31 billion as of December 31, 2015.

        Our net income totaled Ps.175 million for the three-month period ended March 31, 2016, compared to Ps.85 million for the three-month period ended March 31, 2015. Our return on average equity ("ROAE") and return on average assets ("ROAA") for the three-month period ended March 31, 2016 were 28.4% and 2.1%, respectively, compared to 19.3% and 1.4%, respectively, for the same period in 2015.

        ROAE, ROAA and net interest margin for the three-month period ended March 31, 2016 and 2015 were each calculated using the average of the beginning and end of period balances for assets and shareholders' equity, while ROAE, ROAA and net interest margin for the years ended December 31, 2015, 2014, 2013, 2012 and 2011 were each calculated using daily average balances for assets and shareholders' equity.

        The Q1 Financial Statements do not include a reconciliation to U.S. GAAP of shareholders' equity as of March 31, 2016 or net income for the periods ended March 31, 2016 and 2015. There is no material difference from U.S. GAAP as it would be applied to our shareholders' equity as of March 31, 2016 or our net income for the three-month period ending March 31, 2016 and 2015 that was not

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disclosed and quantified in the reconciliation to U.S. GAAP as of and for the year ended December 31, 2015.

Certain Considerations for U.S. Investors

Recent tax issues

        On September 23, 2013, Law No. 26,893, which amended the Income Tax Law, was enacted. According to the amendments, the distribution of dividends by an Argentine corporation is subject to income tax at a rate of 10.0%, unless such dividends are distributed to Argentine corporate entities.

        In addition, the amended law establishes that the sale, exchange or other transfer of shares and other securities is subject to a capital gain tax at a rate of 15% for Argentine resident individuals and foreign beneficiaries. There is an exemption for Argentine resident individuals if certain requirements are met; however, there is no such exemption for non-Argentine residents.

        The income tax treatment of income derived from the sale of ADSs, dividends or exchanges of shares from the ADS facility may not be uniform under the revised Argentine income tax law. The possibly varying treatment of source income could impact both Argentine resident holders as well as non-Argentine resident holders. In addition, should a sale of ADSs be deemed to give rise to Argentine source income, as of the date of this prospectus no regulations have been issued regarding the mechanism for paying the Argentine capital gains tax when the sale exclusively involves non-Argentine parties. However, as of the date of this prospectus, no administrative or judicial rulings have clarified the ambiguity in the law.

        As of the date of this prospectus, many aspects of these new taxes remain unclear. For more information, see "Taxation—Material Argentine Tax Considerations."

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Fees that may be paid by ADS investors

        The following table summarizes certain fees and expenses in connection with the ADSs:

Persons depositing or withdrawing shares or
ADS holders must pay:
  For:

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

  Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property

 

Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates

$0.05 (or less) per ADS

 

Any cash distribution to ADS holders

A fee equivalent to the fee that would be payable if securities distributed to you had been Class B shares and the Class B shares had been deposited for issuance of ADSs

 

Distribution of securities distributed to holders of deposited securities (including rights) which are distributed by the depositary to ADS holders

$0.05 (or less) per ADS per calendar year

 

Depositary services

Registration or transfer fees

 

Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares

Expenses of the depositary

 

Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) converting foreign currency to U.S. dollars

Taxes and other governmental charges the depositary or the custodian have to pay on any ADSs or shares underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes

 

As necessary

Any charges incurred by the depositary or its agents for servicing the deposited securities

 

As necessary

        For more information, see "Description of American Depositary Shares—Fees and Expenses."

Impact of devaluation of the Peso on U.S. investors

        After several years of moderate variations in the nominal exchange rate, the Peso has undergone significant devaluation over the last three years. In 2010 and 2011, the devaluation of the Peso with respect to the U.S. dollar was 5% and 8%, respectively. In 2012, the Peso lost approximately 14% of its value with respect to the U.S. dollar. This was followed in 2013 and 2014 by a devaluation of the Peso with respect to the U.S. dollar that exceeded 30%, including a loss of approximately 24% in January 2014. In 2015, the Peso lost approximately 52% of its value with respect to the U.S. dollar, mainly concentrated after December 16, 2015. From January 1, 2016 to March 31, 2016, the Peso lost approximately 12% of its value with respect to the U.S. dollar.

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        Any further devaluation could have an impact on U.S. investors by decreasing our shareholder equity expressed in U.S. dollars, for instance if net income fails to increase at a pace greater than the rate of devaluation.

Challenges in the Argentine Market

        Argentina faces a number of economic, regulatory and political challenges. After recovering from the 2001-2002 crisis, the pace of growth of Argentina's economy has diminished, inflation levels have been high and the Peso has undergone devaluation in the period 2003 to 2011. In 2012, the Argentine economy grew only slightly at 0.8% according to INDEC, as domestic investment contracted primarily as a result of a decrease in construction and capital goods imports. The Argentine economy grew by 2.9% in 2013 and by 0.5% in 2014, according to INDEC. In December 2015, the Macri administration stopped publishing macroeconomic information in connection with an effort to improve INDEC's technical and administrative structure and to restore its credibility. On March 30, 2016, INDEC published preliminary GDP information for 2015, according to which GDP grew by 2.1% in 2015.

        In addition, according to INDEC, Argentina recorded inflation levels in 2013 and 2014 of 10.9% and 23.9%, respectively, and 11.9% in the ten-month period ended October 31, 2015. However, private sector estimates in Argentina reported higher levels of inflation than those calculated by INDEC. On January 8, 2016, Decree No. 55/2016 was issued by the Argentine government declaring a state of administrative emergency on the national statistical system and on the official agency in charge of that system, the INDEC, until December 31, 2016. Following the declared emergency, the INDEC has ceased publishing statistical data until a rearrangement of its technical and administrative structure is finalized. During the implementation of these reforms, however, INDEC will use official CPI figures and other statistics published by the Province of San Luis and the City of Buenos Aires. Despite these expected reforms, there is uncertainty as to whether official data will be sufficiently corrected and within what time period such data will be corrected, and what effect these reforms will have on the Argentine economy and public accounts. According to the most recent publicly available information based on data from the City of Buenos Aires, CPI grew 26.6% in 2013, 38.0% in 2014 and 26.9% in 2015.

        After several years of moderate variations in the nominal exchange rate, in 2012 the Peso lost approximately 14.4% of its value with respect to the U.S. dollar. This was followed in 2013 and 2014 by a devaluation of the Peso with respect to the U.S. dollar that exceeded 32.5% in 2013 and 31.2% in 2014, including a loss of approximately 24% in January 2014. In 2015, the Peso was devalued by 52% of its value with respect to the U.S. dollar, including a 10% devaluation from January 1, 2015 to September 30, 2015 and a 38% devaluation during the last quarter of the year, mainly concentrated after December 16, 2015.

        In addition, a series of new regulations were enacted from the beginning of 2012 until President Macri assumed office, incorporating new requirements and restrictions for financial institutions, including: (i) mandatory credit lines for productive purposes, with a maximum interest rate established by regulation; (ii) rules limiting the reference interest rate for personal loans and car loans granted to retail customers that are not considered a micro, small or medium size company; (iii) a prior authorization requirement with respect to the introduction of new fees for new products and/or services offered and to increase existing fees; (iv) rules limiting minimum rates applicable to term deposits made by individuals; (v) rules limiting the ability of financial institutions to receive remuneration or profits from any insurance product that customers are obligated to purchase as a condition for accessing financial services; and (vi) rules that reduce the positive foreign currency net global position and the positive foreign currency net global position for forward transactions of financial institutions and limit the permitted open positions for net future transactions at Mercado Abierto Electrónico S.A. (OCT - MAE) with the Central Bank, among others. However, after President Macri assumed office, some of these regulations were eliminated or modified in an effort to normalize the banking system

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and foster lending. On December 17, 2015, the limits imposed on interest rates applicable to transactions referred to in items (ii) and (iv) were eliminated and financial entities and their customers may now freely agree upon such interest rates. Also, the rules that reduced the positive foreign currency net global position and the positive foreign currency net global position for forward transactions of financial institutions indicated in item (vi) were modified and are expected to gradually enable financial institutions to increase their foreign currency positions. See "Argentine Banking Regulations—Interest Rate and Fee Regulations" and "Argentine Banking Regulations—Foreign Currency Net Global Position."

        The economic and financial environment going forward in Argentina is expected to be significantly influenced by the presidential elections held on November 22, 2015, which resulted in Mr. Mauricio Macri being elected President of Argentina. The Macri administration is expected to adjust longstanding fiscal and monetary policies that have resulted in recurrent public sector deficits, inflation and pervasive foreign exchange controls and limited foreign investment. Sustainable economic growth and improved employment in the short and medium term will depend upon the manner in which the above-mentioned issues are addressed and may develop adversely if the issues are not addressed adequately.

Recent Regulatory Changes in Argentina

        Since assuming office on December 10, 2015, the Macri administration has announced several significant economic and policy reforms, including:

    INDEC reforms.  Following the 2015 Presidential elections, the Macri administration appointed Mr. Jorge Todesca, previously a director of a private consulting firm, as head of the INDEC. It is expected that the INDEC will implement certain methodological reforms and adjust certain macroeconomic statistics on the basis of these reforms. On January 8, 2016, Decree No. 55/2016 was issued by the Argentine government declaring a state of administrative emergency on the national statistical system and on the official agency in charge of the system, the INDEC, until December 31, 2016. Following the declared emergency, the INDEC has ceased publishing statistical data until a rearrangement of its technical and administrative structure is finalized. During the implementation of these reforms, however, INDEC will use official CPI figures and other statistics published by the Province of San Luis and the City of Buenos Aires. Despite these expected reforms, there is uncertainty as to whether official data will be sufficiently corrected and within what time period such data will be corrected, and what effect these reforms will have on the Argentine economy and public accounts.

    Foreign exchange reforms.  In addition, the Macri administration announced certain reforms to the foreign exchange market that are expected to provide greater flexibility and easier access to the foreign exchange market. The principal measures adopted as of the date of this prospectus include (i) the elimination of the requirement to register foreign exchange transactions in the AFIP's Exchange Transactions Consultation Program (Programa de Consulta de Operaciones Cambiarias), (ii) the elimination of the requirement to transfer the proceeds of new financial indebtedness transactions into Argentina and settle such proceeds through the MULC, (iii) the reestablishment and the increase of the US$5.0 million monthly limit per resident on the creation of offshore assets, (iv) a decrease to 0% (from 30%) of the registered, non-transferable and non-interest-bearing deposit required in connection with certain transactions involving foreign currency inflows, (v) the reduction of the required period that the proceeds of any new financial indebtedness incurred by residents, held by foreign creditors and transferred through the MULC must be kept in Argentina from 365 calendar days to 120 calendar days from the date of the transfer of the relevant amount and (vi) the elimination of the requirement of a minimum holding period (72 business hours) for purchases and subsequent sales of the securities. In addition, on December 17, 2015, because certain restrictions were lifted, the Peso

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      devalued against the U.S. dollar. See "—Fluctuations in the value of the Peso could adversely affect the Argentine economy, and consequently our results of operations or financial condition" and "Exchange Controls."

    Foreign trade reforms.  The Argentine government eliminated export duties on wheat, corn, beef and regional products, and reduced the duty on soybeans by 5% to 30%. Further, the 5% export duty on most industrial exports was eliminated. With respect to payments for imports of goods and services, the Macri administration announced the elimination of amount limitations for access to the MULC for any new transactions as of December 17, 2015 and for existing debts for imports of goods and services as of April 22, 2016.

    Electricity and gas reforms.  The Argentine government has also declared a state of emergency with respect to the national electrical system, which will be effective until December 31, 2017. Under this state of emergency, the Argentine government will be permitted to take actions designed to guarantee the supply of electricity. In this context, subsidy policies were reexamined and new electricity tariffs went into effect on February 1, 2016 with varying increases depending on geographical location and consumption levels. In addition, through Resolution No. 31/2016 of the Ministry of Energy and Mining, the Macri administration announced the elimination of certain natural gas subsidies and adjustments to natural gas rates.



        Our principal executive offices are located at Bartolomé Mitre 434, 5th floor, Buenos Aires, Argentina. Our general telephone number is +54-11-4340-3100. Our website is http://www.gruposupervielle.com.ar/ . Information contained or accessible through our website is not incorporated by reference in, and should not be considered part of, this prospectus.

        Our agent for service of process in the United States is CT Corporation System, located at 111 Eighth Avenue, New York, New York, 10011.

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THE OFFERING

Issuer

  Grupo Supervielle S.A.

Selling shareholder

 

Julio Patricio Supervielle. See "Major and Selling Shareholders—Selling Shareholder Information."

Shares offered in the global offering

 

We are offering 95,682,077 Class B shares of common stock, which may be represented by ADSs, representing 27.8% of our capital stock (assuming no exercise of an option to purchase additional shares), in the international offering and in the Argentine offering.

 

The selling shareholder is offering 31,818,000 Class B shares of common stock, which may be represented by ADSs, in the international offering and in the Argentine offering.

ADSs

 

Each ADS will represent five Class B shares. The ADSs may be evidenced by American Depositary Receipts, or ADRs. The ADSs will be issued from time to time under a deposit agreement among us, The Bank of New York Mellon, as depositary, and the registered and other holders and beneficial owners of ADSs. A separate registration statement on Form F-6 will be filed with respect to the ADSs issuable upon deposit of the Class B shares.

Listing

 

We expect the ADSs to trade on the NYSE, under the symbol "SUPV" and our Class B shares to be listed on the MERVAL and the MAE under the symbol "SUPV."

Global offering

 

The global offering consists of the international offering and the Argentine offering. The closings of the international offering and the Argentine offering are conditioned upon each other.

International offering

 

23,594,189 ADSs, each representing five Class B shares, are being offered by us (19,136,415 ADSs) and the selling shareholder (4,457,774 ADSs) through the international underwriters in the United States and in other countries outside Argentina.

Argentine offering

 

Concurrently with the international offering 9,529,132 Class B shares are being offered by us (2 Class B shares) and the selling shareholder (9,529,130 Class B shares) through the Argentine placement agent in Argentina.

Offering price

 

US$11.00 per ADS and US$2.20 per Class B share.

Share capital before and after global offering

 

Our share capital is divided into Class A shares of common stock and Class B shares of common stock. Each common share of our share capital represents the same economic interests, except that holders of our Class A shares are entitled to five votes per share and holders of our Class B shares are entitled to one vote per share. See "Description of Bylaws and Capital Stock."

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Immediately after the global offering, we will have 126,738,188 Class A shares and 344,652,605 Class B shares, and our controlling shareholder, Julio Patricio Supervielle, will own shares representing 56.68% of our total capital (including 100% of the Class A shares) and 82.47% of total voting rights (assuming the placement of all shares offered and no exercise of the option to purchase additional shares).

Use of proceeds

 

We estimate that the net proceeds to us from the global offering, assuming the placement of all shares offered and no exercise of the international underwriters' option to purchase additional shares (after deducting estimated underwriting fees and transaction expenses), will be approximately US$200 million. We intend to use the net proceeds from the global offering for the following purposes:

 

(i) primarily to increase the volume of assets and loans of our subsidiaries to sustain our expansion process and strengthen our position within the Argentine financial system. For example, to the extent opportunities to increase our assets and loans through acquisitions in the Argentine banking, asset management or insurance sectors arise, we may apply a portion of the net proceeds to harness those opportunities, although as of the date of this prospectus we have no current plans, arrangements or understandings to make any material acquisition; and

 

(ii) we intend to retain up to US$40.0 million at the holding company level to redeem or cancel at maturity each series of our outstanding notes due on or prior to January 28, 2017 issued by Grupo Supervielle in the Argentine capital markets, which have the interest rates described in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Funding—Financings—Grupo Supervielle—Global Corporate Notes." See "Use of Proceeds."

 

The net proceeds to the selling shareholder (after deducting estimated underwriting fees) are expected to be approximately US$67 million. We will not receive any proceeds from the sale of Class B shares by the selling shareholder.

Option to purchase additional shares

 

We have granted the international underwriters the right for a period of 30 days from the date of this prospectus to purchase in the aggregate up to an additional 19,125,010 Class B shares, to be represented by ADSs at the initial public offering price paid by investors minus any applicable discounts and commissions pursuant to their option to purchase additional shares. New shareholders will not have preemptive or accretion rights with respect to the Class B shares offered pursuant to the option to purchase additional shares.

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Preemptive rights

 

At the extraordinary shareholders' meeting held on October 7, 2015, our shareholders approved a capital increase of up to an aggregate amount of Ps.192,000,000 million to permit the issuance of the Class B shares that we will offer in the global offering and the additional Class B shares that we would offer pursuant to the international underwriters' option to purchase additional shares. Our existing shareholders have preemptive rights to subscribe all such Class B shares in a number sufficient to maintain their proportionate holdings in our total capital stock. In addition, our existing shareholders have accretion rights, which permit them to subscribe Class B shares that are not subscribed by other existing shareholders in proportion to the percentage of shares for which subscribing existing shareholders have exercised their preemptive rights. Our existing shareholders of common stock, including the selling shareholder, have waived the exercise of their preemptive and accretion rights relating to all Class B shares to be issued in connection with the offering and pursuant to the international underwriters' option to purchase additional shares, if any, representing 100% of the preemptive and accretion rights with respect to our capital increase. New shareholders will not have such preemptive and accretion rights in respect of this capital increase (including in respect of shares to be granted in connection with the option to purchase additional shares) but will have such rights in respect of any subsequent capital increase. We will not issue the shares representing the portion of the capital increase not sold in the global offering or the shares representing the portion of the option to purchase additional shares that we granted to the international underwriters not exercised by such international underwriters.

Voting rights

 

All holders of Class B shares are entitled to one vote per share. Subject to Argentine Law No. 19,550, as amended (the "Argentine Corporate Law"), our bylaws and the terms of the deposit agreement, holders of ADSs will be entitled to instruct the depositary how to vote the number of Class B shares represented by such ADSs. Non-Argentine legal entities that own Class B shares directly are required to register in Argentina in order to exercise their voting rights. See "Description of Bylaws and Capital Stock" and "Description of American Depositary Shares."

 

Holders of Class A shares are entitled to five votes per share. However, holders of Class A shares are entitled to only one vote with regard to certain issues detailed in the last paragraph of Article 244 of the Argentine Corporate Law.

 

See "Description of Bylaws and Capital Stock—Rights, Preferences and Restrictions of Each Class of Common Shares."

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Dividends

 

Subject to Argentine law, foreign exchange regulations and the terms of the deposit agreement, owners of the ADSs will be entitled to receive, as from the date they become owners, dividends, if any, declared and paid on the Class B shares represented by such ADSs to the same extent as holders of the Class B shares. See "Dividends and Dividend Policy," "Risk factors—Holders of our Class B shares and the ADSs may not receive any dividends," "Argentine Banking Regulation," "Exchange Controls" and "Description of American Depositary Shares."

 

For 2014 and 2013, we paid dividends totaling approximately Ps.1.4 million and Ps.2.3 million to our Class A shareholders, Ps.1.3 million and Ps.2.2 million to our Class B shareholders and Ps.4.7 million and Ps.3.9 million to our holder of preferred shares, respectively. Our preferred shares were converted to Class B shares on January 14, 2016. On April 19, 2016, our ordinary and extraordinary shareholders' meeting approved the dividend payment for the 2015 fiscal year in the amounts of (i) Ps.5,962,000 in respect of the holder of preferred shares and (ii) Ps.19,200,000 in respect of holders of common shares.

 

Declaration and payment of dividends, to the extent funds are legally available, is determined by our shareholders at the annual ordinary shareholders' meeting. It is the responsibility of our Board of Directors to make a recommendation to our shareholders with respect to the amount of dividends to be distributed. The Board of Directors' recommendation will depend on a number of factors, including but not limited to, our operating results, cash flow, financial condition, capital position, legal requirements, contractual and regulatory requirements, and investment and acquisition opportunities. However, shareholders are ultimately entitled to overrule the recommendation of the Board of Directors through the affirmative vote of the absolute majority of the present votes at an ordinary shareholders' meeting. For more information, see "Dividends and Dividend Policy."

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Shareholders

 

The following table summarizes the percentage of our outstanding Class B shares that will be held by our existing shareholders after giving effect to the offering, assuming the placement of all shares offered, no exercise of the option to purchase additional shares and assuming full exercise of the option to purchase additional shares, respectively:

 

 
   
  Option to purchase additional
shares is
 
 
 
Shareholders
  not exercised   exercised in full  
 
   
  (Percentage of class)
 

 

Julio Patricio Supervielle

    31.49 %   28.95 %

 

Gabriel A. Coqueugniot

    0.76 %   0.70 %

 

Cecilia B. Coqueugniot

    0.76 %   0.70 %

 

Mónica I. Coqueugniot

    0.76 %   0.70 %

 

Diana I. Coqueugniot

    0.76 %   0.70 %

 

Lankory International S.A. 

    5.50 %   5.05 %

 

Pilar Isabel Estella Supervielle

    1.47 %   1.35 %

 

  In addition, Julio Patricio Supervielle will continue to hold 100% of our Class A shares.

Depositary

 

The Bank of New York Mellon.

Taxation

 

For a discussion of the material U.S. and Argentine tax considerations relating to an investment in our Class B shares or the ADSs, see "Taxation—Material Argentine Tax Considerations" and "Taxation—United States Federal Income Tax Considerations."

Lock-up agreements

 

We, our directors, the existing shareholders (severally with respect to shares owned by each of them) and the members of senior management listed in "Management and Corporate Governance—Officers" and "Management and Corporate Governance—Banco Supervielle S.A.'s Senior Management," have agreed with the international underwriters, subject to certain exceptions, not to offer, sell, contract to sell or otherwise dispose of or hedge our shares of capital stock or the ADSs or securities convertible into or exercisable or exchangeable for shares of capital stock or ADSs during the 180-day period following the date of this prospectus without the prior written consent of the representatives. See "Underwriting."

Risk factors

 

See "Risk Factors" beginning on page 29 and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in the ADSs.

Mandatory tender offer in the case of a change in control

 

Upon becoming a public company in Argentina, we will be subject to the Argentine mandatory tender offer regime relating to change of control offers.

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Under this regime, investors who intend to purchase for cash, either directly or indirectly, individually or collectively, either in one transaction or in a series of successive transactions within a period of 90 consecutive days, a number of voting shares or other securities or voting rights of Grupo Supervielle, that directly or indirectly, when combined with such investor's existing holdings of our securities, may entitle such person to subscribe for or purchase, a significant holding in our voting capital stock or our votes, must launch a mandatory tender offer ("OPA").

 

The obligation to launch an OPA is not applicable in certain circumstances, including cases where the acquisition of the significant holding does not imply the acquisition of control over us. The regulations specify whether such investor must launch the OPA with respect to some or all of the outstanding voting shares or other securities which may, directly or indirectly, entitle holders to voting rights, according to the capital stock and voting percentage intended to be obtained. The price per share to be offered will be the fair market value of the shares as determined by the bidder, in compliance with certain criteria set forth by the CNV rules (as implemented through Resolution 622/2013, the "CNV Rules"), which may be challenged by the CNV and any offeree shareholder.

 

Subsection (g) of Article Six of our bylaws, as amended at the extraordinary shareholders' meeting held on May 5, 2016, provides that if an OPA on our shares takes place, there may be no difference in the price to be offered for common shares, regardless of the class of shares. In addition, if there is an OPA triggered by a change of control, the price to be offered cannot be lower than the highest price that the offeror, acting individually or with its affiliates and/or other persons, paid or agreed to pay for our common shares regardless of the class of shares, during the 180 days prior to the date of the offer (inclusive of such date). As of the date of this prospectus, this amendment to our bylaws is subject to CNV authorization and pending registration with the IGJ.

 

See "Description of Bylaws and Capital Stock—Mandatory Tender Offer Regime."

Jurisdiction and arbitration

 

Pursuant to article 46 of Law No. 26.831, companies whose shares are listed on any authorized market (including the MERVAL), such as we intend our Class B shares to be, are subject to the jurisdiction of the arbitration court of such authorized market for all matters concerning such companies' relationship with shareholders and investors, without prejudice to the right of shareholders and investors to submit their claims to the courts of the City of Buenos Aires. For all matters relating to the deposit agreement and the ADSs, we will submit to the jurisdiction of the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan.

        Unless otherwise indicated, all information contained in this prospectus assumes no exercise of the international underwriters' option to purchase up to 3,825,002 additional ADSs.

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SUMMARY CONSOLIDATED FINANCIAL DATA

        The following tables present our summary historical consolidated financial data for each of the periods indicated. You should read this information in conjunction with our audited consolidated financial statements and related notes beginning on page F-1, and the information under "Presentation of Financial and Other Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

        We have derived our summary consolidated financial data as of December 31, 2015 and 2014 and for the three years ended December 31, 2015 from our audited consolidated financial statements included in this prospectus. We have derived our summary consolidated financial data as of December 31, 2013, 2012 and 2011 and for the two years ended December 31, 2012 from our audited consolidated financial statements not included in this prospectus.

        Solely for convenience, Peso amounts as of and for the year ended December 31, 2015 have been translated into U.S. dollars. The rate used to translate such amounts as of December 31, 2015 was Ps.13.0050 to US$1.00, which was the reference exchange rate reported by the Central Bank for U.S. dollars.

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  Grupo Supervielle S.A.  
 
  Year ended December 31,  
 
  2015   2015   2014   2013   2012   2011  
 
  (in thousands of Pesos or U.S. dollars, as indicated, except for ratios)
 

Consolidated Income Statement Data

                                     

Argentine Banking GAAP:

                                     

Financial income(1)

  US$ 518,396   Ps. 6,741,744   Ps. 4,751,352   Ps. 3,045,380   Ps. 2,210,340   Ps. 1,453,929  

Financial expenses(2)

    (260,365 )   (3,386,050 )   (2,464,526 )   (1,303,916 )   (818,335 )   (581,667 )

Gross financial margin

    258,031     3,355,694     2,286,826     1,741,464     1,392,005     872,262  

Loan loss provisions

    (41,818 )   (543,844 )   (356,509 )   (350,535 )   (209,798 )   (99,079 )

Services fee income

    218,048     2,835,708     2,162,820     1,765,659     1,289,651     860,847  

Services fee expenses

    (59,861 )   (778,492 )   (610,341 )   (421,587 )   (254,674 )   (161,362 )

Income from insurance activities

    13,529     175,947     8,513              

Administrative expenses

    (327,674 )   (4,261,402 )   (3,013,842 )   (2,287,201 )   (1,807,734 )   (1,273,032 )

Income from financial transactions

    60,255     783,611     477,467     447,800     409,450     199,636  

Miscellaneous income

    28,233     367,165     190,005     129,245     72,517     54,182  

Miscellaneous losses

    (16,411 )   (213,427 )   (91,761 )   (95,734 )   (71,086 )   (61,295 )

Non-controlling interests result

    (1,236 )   (16,079 )   (13,707 )   (10,556 )   (9,566 )   (5,244 )

Income before income tax

    70,840     921,270     562,004     470,755     401,315     187,279  

Income tax

    (19,005 )   (247,161 )   (199,084 )   (97,765 )   (75,110 )   (43,686 )

Net income for the fiscal period

    51,835     674,109     362,920     372,990     326,205     143,593  

U.S. GAAP:

                                     

Net income

    48,510     630,876     290,767     382,896     N/A     N/A  

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  Grupo Supervielle S.A.  
 
  As of December 31,  
 
  2015   2015   2014   2013   2012   2011  
 
  (in thousands of Pesos or U.S. dollars, as indicated except for ratios and operating data)
 

Consolidated Balance Sheet Data

                                     

Argentine Banking GAAP:

                                     

Assets

                                     

Cash and due from banks

  US$ 523,536   Ps. 6,808,591   Ps. 3,649,084   Ps. 2,662,592   Ps. 2,177,218   Ps. 1,230,373  

Government and corporate securities

    71,656     931,881     1,008,080     483,990     229,777     336,989  

Loans:

    1,549,270     20,148,261     14,596,580     11,292,289     7,374,673     6,287,984  

to the non-financial public sector

    675     8,778     12,666     15,699     18,183     19,773  

to the financial sector

    13,974     181,734     3,514     36,029     63,200     54,482  

To the non-financial private sector and foreign residents:

                                     

Overdrafts

    125,711     1,634,870     993,284     679,085     488,229     543,148  

Promissory Notes(3)

    460,190     5,984,777     5,583,705     4,472,631     3,181,314     2,574,592  

Mortgage loans

    3,847     50,032     69,554     83,660     36,247     53,197  

Automobile and other secured loans

    8,033     104,469     168,603     225,901     219,948     197,501  

Personal loans

    462,791     6,018,601     3,631,840     2,970,622     1,509,756     1,246,834  

Credit card loans

    436,595     5,677,922     3,688,328     2,410,111     1,719,422     1,150,316  

Other

    73,324     953,574     793,192     684,219     379,876     609,906  

Accrued Interest, adjustments and exchange rate differences receivable

    32,957     428,600     357,844     257,689     155,074     120,478  

Documented interest

    (21,337 )   (277,488 )   (287,605 )   (200,345 )   (110,365 )   (114,939 )

Other unapplied charges

    (23 )   (295 )   (1,322 )   (1,012 )   (753 )   (356 )

Allowances

    (47,467 )   (617,313 )   (417,023 )   (342,000 )   (285,458 )   (166,948 )

Other receivables from financial transactions

    189,297     2,461,813     2,263,612     1,742,721     1,737,001     1,044,621  

Receivables from financial leases

    82,659     1,074,977     583,846     511,880     594,338     419,511  

Other assets

    124,590     1,620,294     1,139,992     724,659     578,562     567,332  

Total assets

    2,541,009     33,045,817     23,241,194     17,418,131     12,691,569 (5)   9,886,810  

Average Assets(4)

    2,073,138     26,961,165     20,066,019     14,645,841     11,139,240     8,711,384  

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  Grupo Supervielle S.A.  
 
  As of December 31,  
 
  2015   2015   2014   2013   2012   2011  
 
  (in thousands of Pesos or U.S. dollars, as indicated except for ratios and operating data)
 

Liabilities and shareholders' equity

                                     

Deposits:

  US$ 1,823,651   Ps. 23,716,577   Ps. 16,892,730   Ps. 12,819,178   Ps. 9,301,705   Ps. 7,238,467  

Non-financial public sector

    90,931     1,182,559     1,441,506     1,018,547     701,964     834,098  

Financial sector

    19,299     250,981     150,817     100,973     65,302     8,621  

Non-financial private sector and foreign residents

    1,713,421     22,283,037     15,300,407     11,699,658     8,534,439     6,395,748  

Checking accounts

    233,939     3,042,376     2,622,055     2,034,593     1,602,976     1,182,695  

Savings accounts

    596,209     7,753,696     5,352,593     3,640,102     2,567,532     1,999,536  

Time deposits

    771,551     10,034,025     6,651,006     5,426,409     3,978,430     2,832,558  

Investment accounts

    51,126     664,900     75,750     144,100     40,655     171,260  

Other

    60,595     788,040     599,003     454,454     344,846     209,699  

Other liabilities from financial transactions and other miscellaneous liabilities

    529,389     6,884,700     4,586,728     3,204,585     2,370,379     1,949,509  

Non-controlling interests

    5,446     70,830     54,750     41,960     31,395     21,784  

Total liabilities

    2,358,486     30,672,107     21,534,208     16,065,723     11,703,479     9,209,760  

Average Liabilities(4)

    1,912,066     24,866,415     18,464,430     14,433,187     10,279,628     8,141,024  

Shareholders' equity

    182,523     2,373,710     1,706,986     1,352,408     988,091     677,050  

Total liabilities and shareholders' equity

    2,541,009     33,045,817     23,241,194     17,418,131     12,691,569     9,886,810  

Average shareholders' equity(4)

    161,073     2,094,750     1,601,589     1,212,654     859,612     570,381  

U.S. GAAP:

                                     

Total assets

    2,700,686     35,122,426     26,166,663     19,531,312     N/A     N/A  

Total liabilities

    2,526,635     32,858,882     24,626,175     18,247,809     N/A     N/A  

Total shareholders' equity

    174,052     2,263,544     1,540,488     1,283,503     N/A     N/A  

(1)
Includes gains related to non-deliverable forward ("NDF") hedging transactions, which totaled Ps.228.2 million, Ps.0, Ps.86.9 million, Ps.3.4 million, and Ps.0 as of December 31, 2015, 2014, 2013, 2012 and 2011, respectively.

(2)
Includes expenses related to NDF hedging transactions, which totaled Ps.0, Ps.96.2, Ps.0, Ps.0 and Ps.6.5 million as of December 31, 2015, 2014, 2013, 2012 and 2011, respectively.

(3)
Consists of unsecured checks and accounts receivable deriving from factoring transactions, and unsecured corporate loans which totaled Ps.2,399.3 million, Ps.1,547.5 million, Ps.979.9 million, Ps.663.7 million and Ps.479.9 million as of December 31, 2015, 2014, 2013, 2012 and 2011, respectively.

(4)
Calculated on a daily basis.

(5)
The increases in net income for the fiscal year and total assets from 2011 to 2012 reflect the acquisition of CCF.

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  Grupo Supervielle S.A.  
 
  Year ended December 31,  
 
  2015   2014   2013   2012   2011  

Selected Consolidated Ratios:

                               

Argentine Banking GAAP:

                               

Net interest margin(1)

   
18.1

%
 
17.4

%
 
16.4

%
 
17.3

%
 
13.5

%

Fee income ratio(2)

    38.0 %   40.4 %   43.6 %   42.6 %   44.5 %

Efficiency ratio(3)

    76.2 %   78.3 %   74.1 %   74.5 %   81.0 %

Fee income as a percentage of administrative expense

    48.3 %   51.5 %   58.8 %   57.3 %   54.9 %

Return on average equity(4)

    32.2 %   22.7 %   30.8 %   37.9 %   25.2 %

Return on average assets(5)

    2.5 %   1.8 %   2.5 %   2.9 %   1.6 %

Basic earnings per share (in Pesos)(6)

    4.42     2.92     3.00     2.61     1.22  

Diluted earnings per share (in Pesos)

    4.42     2.92     3.00     2.61     1.12  

Basic earnings per share (in US$)

    0.34     0.34     0.46     0.53     0.28  

Diluted earnings per share (in US$)

    0.34     0.34     0.46     0.53     0.26  

Tangible equity ratio(7)

    6.5 %   6.5 %   6.7 %   6.4 %   5.1 %

Liquidity

   
 
   
 
   
 
   
 
   
 
 

Loans as a percentage of total deposits(8)

    94.0 %   94.9 %   96.8 %   89.8 %   95.7 %

Loans as a percentage of total assets(8)

    67.5 %   69.0 %   71.2 %   65.8 %   70.0 %

Liquid assets as a percentage of total deposits(9)

    31.6 %   27.6 %   24.5 %   25.9 %   21.6 %

Extended liquid assets as a percentage of total deposits(10)

    44.1 %   46.0 %   48.2 %   51.3 %   47.1 %

Capital

   
 
   
 
   
 
   
 
   
 
 

Total equity as a percentage of total assets

    7.2 %   7.3 %   7.8 %   7.8 %   6.8 %

Average equity as a percentage of average assets

    7.8 %   8.0 %   8.3 %   7.7 %   6.5 %

Total liabilities as a multiple of total shareholders' equity

    12.9     12.6     11.9     11.8     13.6  

Regulatory capital/credit risk weighted assets(11)

    11.8 %   12.8 %   12.9 %   12.8 %   11.2 %

Regulatory capital/ risk weighted assets(12)

    8.7 %   8.9 %   9.0 %   N/A     N/A  

Asset Quality

   
 
   
 
   
 
   
 
   
 
 

Non-performing loans as a percentage of total loans(13)

    3.2 %   3.0 %   3.0 %   4.2 %(14)   2.4 %

Allowances as a percentage of total loans

    2.9 %   2.7 %   2.9 %   3.5 %   2.5 %

Allowances as a percentage of non-performing loans(13)

    89.7 %   88.9 %   94.0 %   84.7 %(15)   107.7 %

Other Data

   
 
   
 
   
 
   
 
   
 
 

Dividends paid to the common shares (Ps.million)

    2.7     2.7     4.5     5.5     24.4  

Dividends paid to the preferred shares (Ps.million)

    4.7     4.7     3.9     3.2      

Dividends per common share (Ps.)

    0.02     0.02     0.04     0.04     0.20  

Dividends per preferred share (Ps.)

    2.9     2.9     2.4     2.0      

Employees

    4,843     4,579     4,570     4,584     4,407  

Branches and sales points

    325     322     353     357     356  

ATMs and self-service terminals

    649     632     588     532     398  

(1)
Net interest income divided by average interest-earning assets.

(2)
Net services fee income divided by the sum of gross financial margin and net services fee income.

(3)
Administrative expenses divided by the sum of gross financial margin, services fee income and expenses and income from insurance activities.

(4)
Net income divided by average shareholders' equity, calculated on a daily basis and measured in local currency.

(5)
Net income divided by average assets, calculated on a daily basis and measured in local currency.

(6)
Basic earnings per share (in Pesos) are based upon the weighted average of Grupo Supervielle's outstanding shares, which were Ps.151.8 for December 31, 2015, Ps.122.9 million for December 31, 2014,

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    Ps.122.9 million for December 31, 2013, Ps.123 million for December 31, 2012 and Ps.117 million for December 31, 2011.

(7)
(Total equity–Intangible assets)/(Total assets–Intangible assets). Intangible assets as of December 31, 2015, 2014, 2013, 2012 and 2011 amounted to Ps.252.0, Ps.216 million, Ps.197 million, Ps.191 million and Ps.181 million, respectively.

(8)
Loans include loans, receivables from financial leases and other receivables from financial transactions covered by the Central Bank's debtor classification regulations.

(9)
Liquid assets include cash and securities issued by the Central Bank (LEBACs and NOBACs).

(10)
Extended liquid assets include cash, securities issued by the Central Bank (LEBACs and NOBACs) and as of December 31, 2015, 2014, 2013, 2012 and 2011 79%, 77%, 87%, 91% and 88%, respectively, of our promissory notes loan portfolio (promissory notes excluding corporate unsecured loans) which has a final maturity of 90 days.

(11)
Regulatory capital divided by credit risk weighted assets. Credit risk weighted assets are calculated applying the applicable risk weights to our assets following Central Bank regulations and do not include operational and market risk. This ratio applies only to the Bank and CCF on a consolidated basis.

(12)
Regulatory capital divided by risk weighted assets taking into account operational and market risk since 2013. This ratio applies only to the Bank and CCF on a consolidated basis.

(13)
Non-performing loans include all principal amounts of loans to borrowers classified as "3-with problems/medium risk," "4-high risk of insolvency/high risk," "5-uncollectible" and "6-uncollectible, classified as such under regulatory requirements" under the Central Bank loan classification system. See "Selected Statistical Information—Loans and Financings—Portfolio Classification."

(14)
The increase in non-performing loans as a percentage of total loans from 2011 to 2012 is mainly a result of an increase in non-performing loans of our subsidiary CCF, which has a portfolio with a different risk profile than the Bank, as well as an increase in the Bank's non-performing loans in 2012.

(15)
The decrease in allowances as a percentage of non-performing loans from 2011 to 2012 is mainly a result of an increase in non-performing loans of our subsidiary CCF, which provides for fewer allowances than the Bank and has a loan portfolio with a different risk profile than the Bank.

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RISK FACTORS

        You should carefully consider the risks described below, as well as the other information in this prospectus before deciding to purchase any Class B shares or ADSs. Our business, results of operations, financial condition or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our Class B shares and the ADSs could decline and you could lose all or part of your investment. In general, investors take more risk when they invest in the securities of issuers in emerging markets such as Argentina than when they invest in the securities of issuers in the United States and other more developed markets. The risks described below are those known to us and that we currently believe may materially affect us.

Risks Relating To Argentina

        Substantially all of our operations, property and customers are located in Argentina. As a result, the quality of our assets, our financial condition and the results of our operations are dependent upon the macroeconomic, regulatory, social and political conditions prevailing in Argentina from time to time. These conditions include growth rates, inflation rates, exchange rates, taxes, foreign exchange controls, changes to interest rates, changes to government policies, social instability, and other political, economic or international developments either taking place in, or otherwise affecting, Argentina.

Economic and political instability in Argentina may adversely and materially affect our business, results of operations and financial condition.

        The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high levels of inflation and currency devaluation. As a consequence, our business and operations have been, and could in the future be, affected from time to time to varying degrees by economic and political developments and other material events affecting the Argentine economy, such as: inflation; price controls; foreign exchange controls; fluctuations in foreign currency exchange rates and interest rates; governmental policies regarding spending and investment, national, provincial or municipal tax increases and other initiatives increasing government involvement with economic activity; civil unrest and local security concerns. You should make your own investigation into Argentina's economy and its prevailing conditions before making an investment in us.

        During 2001 and 2002, Argentina went through a period of severe political, economic and social crisis. Among other consequences, the crisis resulted in Argentina defaulting on its foreign debt obligations, introducing emergency measures and numerous changes in economic policies that affected utilities, financial institutions, and many other sectors of the economy. Argentina also suffered a significant real devaluation of the Peso, which in turn caused numerous Argentine private sector debtors with foreign currency exposure to default on their outstanding debt. Following that crisis, Argentina substantially increased its real GDP, growing 9.2% in 2005, 8.4% in 2006 and 8.0% in 2007. During 2008 and 2009, however, the Argentine economy suffered a slowdown attributed to local and external factors, including an extended drought affecting agricultural activities, and the effects of the global economic crisis. Real GDP growth recovered in 2010 and 2011, with GDP increasing to 9.5% and 8.4%, respectively. However, GDP growth slowed to 0.8% in 2012 and then grew by 2.9% in 2013. In 2014, the INDEC, which is the only institution in Argentina with the statutory authority to produce official nationwide statistics, reported 0.5% growth in real GDP. On March 30, 2016, INDEC published preliminary GDP information for 2015, according to which GDP grew by 2.1% in 2015, primarily driven by an increase in public expenditures and investment.

        Argentina has confronted inflationary pressures since 2007, evidenced by significantly higher fuel, energy and food prices, among other indicators. According to inflation data published by the INDEC, from 2010 to October 31, 2015, the Argentine CPI as well as the WPI increased significantly. See "—If

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the high levels of inflation continue, the Argentine economy and our financial position and business could be adversely affected."

        However, since 2007, the INDEC has experienced a process of institutional and methodological reforms that have given rise to controversy with respect to the reliability of the information that it produces including inflation, GDP and unemployment data. Reports published by the International Monetary Fund ("IMF") state that their staff uses alternative measures of inflation for macroeconomic surveillance, including data produced by private sources, which have shown inflation rates considerably higher than those published by the INDEC since 2007. The IMF has also censured Argentina for failing to make sufficient progress, as required under the Articles of Agreement of the IMF, in adopting remedial measures to address the quality of official data, including inflation and GDP data. In February 2014, the INDEC released a new inflation index, known as National Urban Consumer Price Index ("Indice de Precios al Consumidor Nacional Urbano") that measures prices on goods across the country and replaces the previous index that only measured inflation in the urban sprawl of the City of Buenos Aires. Even though the new methodology brought inflation statistics closer to those estimated by private sources, there are still differences between official inflation data and private estimates.

        Presidential and Congressional elections in Argentina took place on October 25, 2015, and a runoff election (ballotage) between the two leading Presidential candidates was held on November 22, 2015, which resulted in Mr. Mauricio Macri being elected President of Argentina. The Macri administration assumed office on December 10, 2015.

        Since assuming office on December 10, 2015, the Macri administration has announced several significant economic and policy reforms, including:

    INDEC reforms.  Following the 2015 Presidential elections, the Macri administration appointed Mr. Jorge Todesca, previously a director of a private consulting firm, as head of the INDEC. It is expected that the INDEC will implement certain methodological reforms and adjust certain macroeconomic statistics on the basis of these reforms. On January 8, 2016, Decree No. 55/2016 was issued by the Argentine government declaring a state of administrative emergency on the national statistical system and on the official agency in charge of the system, the INDEC, until December 31, 2016. Following the declared emergency, the INDEC has ceased publishing statistical data until a rearrangement of its technical and administrative structure is finalized. During the implementation of these reforms, however, INDEC will use official CPI figures and other statistics published by the Province of San Luis and the City of Buenos Aires. Despite these expected reforms, there is uncertainty as to whether official data will be sufficiently corrected and within what time period such data will be corrected, and what effect these reforms will have on the Argentine economy and public accounts.

    Foreign exchange reforms.  In addition, the Macri administration announced certain reforms to the foreign exchange market that are expected to provide greater flexibility and easier access to the foreign exchange market. The principal measures adopted as of the date of this prospectus include (i) the elimination of the requirement to register foreign exchange transactions in the AFIP's Exchange Transactions Consultation Program, (ii) the elimination of the requirement to transfer the proceeds of new financial indebtedness transactions into Argentina and settle such proceeds through the MULC, (iii) the reestablishment and the increase of the US$5.0 million monthly limit per resident on the creation of offshore assets, (iv) a decrease to 0% (from 30%) of the registered, non-transferable and non-interest-bearing deposit required in connection with certain transactions involving foreign currency inflows, (v) the reduction of the required period that the proceeds of any new financial indebtedness incurred by residents, held by foreign creditors and transferred through the MULC must be kept in Argentina from 365 calendar days to 120 calendar days from the date of the transfer of the relevant amount and (vi) the elimination of the requirement of a minimum holding period (72 business hours) for purchases

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      and subsequent sales of the securities. In addition, on December 17, 2015, because certain restrictions were lifted, the Peso devalued against the U.S. dollar. See "—Fluctuations in the value of the Peso could adversely affect the Argentine economy, and consequently our results of operations or financial condition" and "Exchange Controls."

    Foreign trade reforms.  The Argentine government eliminated export duties on wheat, corn, beef and regional products, and reduced the duty on soybeans by 5% to 30%. Further, the 5% export duty on most industrial exports was eliminated. With respect to payments for imports of goods and services, the Macri administration announced the elimination of amount limitations for access to the MULC for any new transactions as of December 17, 2015 and for existing debts for imports of goods and services as of April 22, 2016.

    Electricity and gas reforms.  The Argentine government has also declared a state of emergency with respect to the national electrical system, which will be effective until December 31, 2017. Under this state of emergency, the Argentine government will be permitted to take actions designed to guarantee the supply of electricity. In this context, subsidy policies were reexamined and new electricity tariffs went into effect on February 1, 2016 with varying increases depending on geographical location and consumption levels. In addition, through Resolution No. 31/2016 of the Ministry of Energy and Mining, the Macri administration announced the elimination of certain natural gas subsidies and adjustments to natural gas rates.

    Financial Policy.  Soon after taking office, the Macri administration sought to settle the outstanding claims with holdout creditors. See "—A lack of financing for Argentine companies, whether due to market forces, government regulation or the unresolved litigation with holdout bondholders, may negatively impact our financial condition or cash flows."

        As of the date of this prospectus, the impact that these measures and any future measures taken by the Macri administration will have on the Argentine economy as a whole and the financial sector in particular cannot be predicted. We believe that the effect of the planned liberalization of the economy will be positive for our business by stimulating economic activity but it is not possible to predict such effect with certainty and such liberalization could also be disruptive to the economy and fail to benefit or harm our business. In addition, there is uncertainty as to which measures announced during the Presidential campaign the Macri administration will be taken and when. Since assuming office, the Macri administration has begun reviewing certain public employee contracts in several sectors and reformed energy and gas sector tariffs. However, we cannot predict how the Macri administration will address certain other political and economic issues that were central during the presidential election campaign, such as the financing of public expenditures, public service subsidies and tax reforms, or the impact that any measures related to these issues that are implemented by the Macri administration will have on the Argentine economy as a whole. In addition, political parties opposed to the Macri administration retained a majority of the seats in the Argentine Congress in the recent elections, which will require the Macri administration to seek political support from the opposition for its economic proposals and creates further uncertainty in the ability of the Macri administration to pass any measure which it may expect to implement. Political uncertainty in Argentina relating to the measures to be taken by the Macri administration in respect of the Argentine economy could lead to volatility in the market prices of securities of Argentine companies, including in particular companies in the financial sector, such as ours, given the high degree of regulatory oversight and involvement in this sector.

        Inflation, any decline in GDP and/or other future economic, social and political developments in Argentina, over which we have no control, may adversely affect our financial condition or results of operations.

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Argentina's economy has undergone a significant slowdown, and any further decline in Argentina's rate of economic growth could adversely affect our business, financial condition and results of operations.

        After recovering significantly from the 2001-2002 crisis, the pace of growth of Argentina's economy diminished, suggesting uncertainty as to whether the growth experienced between 2003 and 2011 was sustainable. Economic growth was initially fueled by a significant devaluation of the Peso, the availability of excess production capacity resulting from a long period of deep recession and high commodity prices. In spite of the growth following the 2001-2002 crisis, the economy has suffered a sustained erosion of direct investment and capital investment. The global economic crisis of 2008 led to a sudden economic decline in Argentina during 2009, accompanied by inflationary pressures, depreciation of the Peso and a drop in consumer and investor confidence.

        Economic conditions in Argentina from 2012 to 2015 included increased inflation, continued demand for wage increases, a rising fiscal deficit and limitations on Argentina's ability to service its restructured debt in accordance with its terms due to its ongoing litigation with holdout creditors. In addition, beginning in the second half of 2011, an increase in local demand for foreign currency caused the Argentine government to strengthen its foreign exchange controls. During 2013, 2014 and 2015, the government imposed price controls on certain goods and services to control inflation. The Macri administration has kept these price controls in effect, but as of the date of this prospectus, there is uncertainty regarding what other specific actions will be taken to control inflation.

        A decline in international demand for Argentine products, a lack of stability and competitiveness of the Peso against other currencies, a decline in confidence among consumers and foreign and domestic investors, a higher rate of inflation and future political uncertainties, among other factors, may affect the development of the Argentine economy, which could lead to reduced demand for our services and adversely affect our business, financial condition and results of operations.

If the high levels of inflation continue, the Argentine economy and our financial position and business could be adversely affected.

        Argentina has confronted inflationary pressures since 2007. According to INDEC data, the CPI grew 9.5% in 2011, 10.8% in 2012, 10.9% in 2013, 23.9% in 2014 and 11.9% in the ten-month period ended October 31, 2015. The WPI increased 14.6% in 2010, 12.7% in 2011, 13.1% in 2012, 14.8% in 2013, 28.3% in 2014 and 10.6% in the ten-month period ended October 31, 2015. In addition, the accuracy of the measurements of the INDEC has been in doubt for many years, and both the previous and current consumer and wholesale price indices may have been significantly higher than those indicated by INDEC.

        On January 8, 2016, Decree No. 55/2016 was issued by the Argentine government declaring a state of administrative emergency on the national statistical system and on the official agency in charge of the system, the INDEC, until December 31, 2016. Following the declared emergency, the INDEC has ceased publishing statistical data until a rearrangement of its technical and administrative structure is finalized. During the implementation of these reforms, however, INDEC will use official CPI figures and other statistics published by the Province of San Luis and the City of Buenos Aires. Despite these expected reforms, there is uncertainty as to whether official data will be sufficiently corrected and within what time period such data will be corrected, and what effect these reforms will have on the Argentine economy.The Macri administration has released an alternative CPI index based on data from the City of Buenos Aires and the Province of San Luis and is currently working on a new inflation index. According to the most recent publicly available information based on data from the City of Buenos Aires, CPI grew 26.6% in 2013, 38.0% in 2014 and 26.9% in 2015.

        No official inflation data has been released since the new INDEC authorities have taken charge, and there is uncertainty regarding current rates of inflation. See "—Economic and political instability in

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Argentina may adversely and materially affect our business, results of operations and financial condition."

        In the past, inflation has materially undermined the Argentine economy and the government's ability to generate conditions that fostered economic growth. In addition, high inflation or a high level of volatility with respect to the same may materially and adversely affect the business volume of the financial system and prevent the growth of intermediation activity levels. This result, in turn, could adversely affect the level of economic activity and employment.

        A high inflation rate also affects Argentina's competitiveness abroad, real salaries, employment, consumption and interest rates. A high level of uncertainty with regard to these economic variables, and a general lack of stability in terms of inflation, could lead to shortened contractual terms and affect the ability to plan and make decisions. This may have a negative impact on economic activity and on the income of consumers and their purchasing power, all of which could materially and adversely affect our financial position, results of operations and business.

        Inflation rates could escalate in the future, and there is uncertainty regarding the effects that the measures adopted, or that may be adopted in the future, by the Argentine government to control inflation may have. See "—Government intervention in the Argentine economy could adversely affect our results of operations or financial condition."

A lack of financing for Argentine companies, whether due to market forces, government regulation or the unresolved litigation with holdout bondholders, may negatively impact our financial condition or cash flows.

        In 2005 and 2010, Argentina conducted exchange offers to restructure part of its sovereign debt that had been in default since the end of 2001. As a result of these exchange offers, Argentina restructured over 92% of its eligible defaulted debt.

        Commencing in 2002, holdout creditors filed numerous lawsuits against Argentina in several jurisdictions, including the United States, Italy, Germany, and Japan. These lawsuits generally assert that Argentina failed to make timely payments of interest and/or principal on their bonds, and seek judgments for the face value of and/or accrued interest on those bonds. Judgments have been issued in numerous proceedings in the United States and Germany, but to date judgment creditors have not succeeded, with a few minor exceptions, in executing on those judgments. In February 2012, plaintiffs in 13 actions in New York, involving claims for US$ 428 million in principal, plus interest, obtained a U.S. district court order enjoining Argentina from making interest payments in full on the bonds issued pursuant to the 2005 and 2010 exchange offers ("Exchange Bonds") unless Argentina paid the plaintiffs in full, under the theory that the former payments violated the pari passu clause in the 1994 Fiscal Agency Agreement (the "FAA") governing those non-performing bonds. The U.S. district court order was stayed pending appeals. The Second Circuit Court of Appeals affirmed the so-called pari passu injunctions, and on June 16, 2014 the U.S. Supreme Court denied Argentina's petition for a writ of certiorari and the stay of the pari passu injunctions was vacated on June 18. Additionally, in 2015, plaintiffs that had obtained pari passu injunctions amended their complaints to include claims that Argentina's servicing of more recently issued BONAR 2024 bonds, as well as all external indebtedness in general, would violate the pari passu clause. The U.S. district court has not ruled on these new claims and discovery among the parties remains ongoing. On October 30, 2015, the U.S. district court issued new pari passu injunctions, substantially identical to the ones already in effect, in 49 additional proceedings, involving claims for over US$ 2.1 billion under the 1994 FAA, plus billions more in pre- and post-judgment interest. Argentina appealed the decision on November 10, 2015.

        In 2014, the Argentine government took a number of steps intended to continue servicing the bonds issued in the 2005 and 2010 exchange offers, which had limited success. Holdout creditors continued to litigate expanding the scope of issues to include payment by the Argentine government on debt other than the Exchange Bonds and the separateness of the Central Bank.

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        The Macri administration engaged in negotiations with holders of defaulted bonds in December 2015 with a view to bringing closure to fifteen years of litigation. In February 2016, the Argentine government entered into an agreement in principle to settle with certain holders of defaulted debt and put forward a proposal to other holders of defaulted debt, including those with pending claims in U.S. courts, subject to two conditions: obtaining approval by the Argentine Congress and the lifting of the pari passu injunctions. On March 2, 2016, the U.S. district court agreed to vacate the pari passu injunctions, subject to two conditions: first, the repealing of all legislative obstacles to settlement with holders of defaulted debt securities issued under the FAA, and second, full payment to holders of pari passu injunctions with whom the Argentine government had entered into an agreement in principle on or before February 29, 2016, in accordance with the specific terms of such agreements. The U.S. district court's order was appealed and on April 13, 2016 was affirmed by the Second Circuit Court of Appeals. On March 31, 2016, the Argentine Congress repealed the legislative obstacles to the settlement and approved the settlement proposal. On April 22, Argentina issued US$16.5 billion of new debt securities in the international capital markets, and applied US$9.3 billion to satisfy settlement payments on agreements with holders of approximately US$8.2 billion principal amount of defaulted bonds. The District Court ordered the vacatur of all pari passu injunctions upon confirmation of such payments.

        As of the date of this prospectus, litigation initiated by bondholders that have not accepted Argentina's settlement offer continues in several jurisdictions, although the size of the claims involved has decreased significantly.

        Although the vacatur of the pari passu injunctions removed a material obstacle to access to capital markets by the Argentine government, future transactions may be affected as litigation with holdout bondholders continues, which in turn could affect the Argentine government's ability to implement certain expected reforms and foster economic growth, which may have a direct impact on our ability to gain access to international credit markets in order to finance our operations and growth.

Fluctuations in the value of the peso could adversely affect the Argentine economy, and consequently our results of operations or financial condition.

        Fluctuations in the value of the peso may also adversely affect the Argentine economy, our financial condition and results of operations. Since January 2002, the peso has fluctuated significantly in value. The devaluation of the Peso in real terms in 2002 had a negative impact on the ability of certain Argentine businesses to honor their foreign currency-denominated debt, and also led to very high inflation initially and significantly reduced real wages. The devaluation has also negatively impacted businesses whose success is dependent on domestic market demand, and adversely affected the Argentine government's ability to honor its foreign debt obligations. If the peso devalues significantly in real terms, all of the negative effects on the Argentine economy related to such devaluation could also have adverse consequences for our business. A substantial increase in the value of the peso against the U.S. dollar also represents risks for the Argentine economy since it may lead to a deterioration of the country's current account balance and the balance of payments. After several years of moderate variations in the nominal exchange rate, in 2012 the peso lost approximately 14.4% of its value with respect to the U.S. dollar. This was followed in 2013 and 2014 by a devaluation of the peso with respect to the U.S. dollar that exceeded 32.5% in 2013 and 31.2% in 2014, including a loss of approximately 24% in January 2014. In 2015, the Peso lost approximately 52% of its value with respect to the U.S. dollar, including a 10% devaluation from January 1, 2015 to September 30, 2015 and a 38% devaluation during the last quarter of the year, mainly concentrated after December 16, 2015. We are unable to predict the future value of the peso against the U.S. dollar. As of December 31, 2015, the Bank's consolidated total net asset foreign currency position subject to foreign currency risk was Ps.139.7 million, and this position generated a value at risk of Ps.3.2 million as of such date.

        In addition, the administration of former President Cristina Fernández de Kirchner adopted numerous measures to control directly or indirectly foreign trade and the foreign exchange market.

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From 2011 until President Macri assumed office, the Argentine government adopted increasingly stringent exchange controls, some of which have been eliminated or relaxed by the Macri administration.

        Any foreign exchange regulations to be issued and any modification resulting therefrom of the exchange rate between the Peso and the U.S. dollar may prevent or limit us from offsetting the risk derived from our exposure to the U.S. dollar and, accordingly, we cannot predict the impact of these changes on our financial condition and results of operations.

The implementation in the future of new exchange controls, restrictions on transfers abroad and capital inflow restrictions could limit the availability of international credit and could threaten the financial system, which may adversely affect the Argentine economy and, as a result, our business.

        In 2001 and 2002, Argentina imposed exchange controls and transfer restrictions, substantially limiting the ability of companies to retain foreign currency or make payments abroad. After 2002, these restrictions, including those requiring the Central Bank's prior authorization for the transfer of funds abroad to pay principal and interest on debt obligations, were substantially eased through 2007. In addition to the foreign exchange restrictions applicable to outflows, in June 2005 the Argentine government adopted various rules and regulations that established new restrictive controls on capital inflows into Argentina, including a requirement that, for certain funds remitted into Argentina, an amount equal to 30.0% of the funds must be deposited into an account with a local financial institution as a U.S. dollar deposit for a one-year period without any accrual of interest, benefit or other use as collateral for any transaction.

        In addition, from 2011 until President Macri assumed office, the Argentine government increased controls on the sale of foreign currency and the acquisition of foreign assets by local residents, limiting the possibility of transferring funds abroad. Furthermore, new regulations were issued from 2012 until President Macri assumed office pursuant to which certain foreign exchange transactions were subject to prior approval by Argentine tax authorities. During the Fernández de Kirchner administration, through a combination of foreign exchange and tax regulations, the Argentine authorities significantly curtailed access to the foreign exchange market by individuals and private-sector entities. Furthermore, during the last few years under the Fernández de Kirchner administration, the Central Bank has exercised a de facto prior approval power for certain foreign exchange transactions otherwise authorized to be carried out under the applicable regulations, such as dividend payments or repayment of principal of inter-company loans as well as the import of goods, by means of regulating the amount of foreign currency available to financial institutions to conduct such transactions.

        The number of exchange controls introduced in the past and in particular after 2011 during the Fernández de Kirchner administration gave rise to an unofficial U.S. dollar trading market, and the Peso/U.S. dollar exchange rate in such market substantially differed from the official Peso/U.S. dollar exchange rate. See "Exchange Controls."

        Additionally, the level of international reserves deposited with the Central Bank significantly decreased from US$47.4 billion as of November 1, 2011 to US$25.6 billion as of December 31, 2015, resulting in a reduced capacity of the Argentine government to intervene in the foreign exchange market and to provide access to such markets to private sector entities like us. The Macri administration recently announced a program intended to increase the level of international reserves deposited with the Central Bank through the execution of certain agreements with several foreign entities. As a result of the measures taken under such program, the international reserves increased to US$30.0 billion as of January 30, 2016.

        Notwithstanding the measures recently adopted by the Macri administration, in the future the Argentine government could otherwise impose further exchange controls, transfer restrictions, required repatriation through the MULC of proceeds raised through capital markets transactions conducted

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abroad or restrictions on the movement of capital and/or take other measures in response to capital flight or a significant depreciation of the Peso, which could limit our ability to access the international capital markets. Such measures could lead to political and social tensions and undermine the Argentine government's public finances, as has occurred in the past, which could adversely affect Argentina's economy and prospects for economic growth, which, in turn, could adversely affect our business and results of operations and the market value of our shares and the ADSs.

        In addition, although the transfer of funds abroad by local companies to pay annual dividends only to foreign shareholders based on approved and fully audited financial statements does not require formal approval by the Argentine Central Bank, the recent decrease in availability of U.S. dollars in Argentina has led the Argentine government to impose informal restrictions on certain local companies and individuals for purchasing foreign currency. These restrictions on foreign currency purchases started in October 2011 and tightened during 2012, 2013, 2014 and the end of 2015. Informal restrictions may consist of de facto measures restricting local residents and companies from purchasing foreign currency through the MULC to make payments abroad, such as dividends, capital reductions, and payment for importation of goods and services. For example, local banks may request, even when not expressly required by any regulation, the prior opinion of the Argentine Central Bank before executing any specific foreign exchange transaction.

        Notwithstanding the measures recently adopted by the Macri administration regarding exchange controls, as of the date of this prospectus, the deadline set by Argentine law for declaration of dividends for the year ended December 31, 2015 has not passed, and because the transfer of dividends for 2015 has still not occurred, there is uncertainty as to whether some of the aforementioned informal restrictions may in certain cases continue to apply to dividend payments.

        In addition, the Argentine government or the Central Bank may reinstate certain restrictions on the transfers of funds abroad, impairing our ability to make dividend payments to holders of the ADSs, which may adversely affect the market value of the ADSs. As of the date of this prospectus, however, the transfer of funds abroad to pay dividends is permitted to the extent such dividend payments are made in connection with audited financial statements approved by a shareholders' meeting of the Company.

The Argentine economy can be adversely affected by economic developments in other markets and by more general "contagion" effects, which could have a material adverse effect on Argentina's economic growth.

        Argentina's economy is vulnerable to external shocks that could be caused by adverse developments affecting its principal trading partners. A significant decline in the economic growth of any of Argentina's major trading partners (including Brazil, which is currently undergoing a recession, the European Union, China and the United States) could have a material adverse impact on Argentina's balance of trade and adversely affect Argentina's economic growth. In 2015, there were declines in exports of 14% with Chile, 26% with MERCOSUR (Brazil) and 16% with NAFTA (USA and Canada), each as compared to the same period in 2014. Declining demand for Argentine exports could have a material adverse effect on Argentina's economic growth.

        In addition, financial and securities markets in Argentina have been influenced by economic and market conditions in other markets worldwide. Although economic conditions vary from country to country, investors' perceptions of events occurring in other countries have in the past substantially affected, and may continue to substantially affect, capital flows into, and investments in securities from issuers in, other countries, including Argentina. International investors' reactions to events occurring in one market sometimes demonstrate a "contagion" effect in which an entire region or class of investment is disfavored by international investors, Argentina could be adversely affected by negative economic or financial developments in other countries, which in turn may have an adverse effect on our financial condition and results of operations.

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        The Argentine financial system and securities markets could be adversely affected by events in developed countries' economies or events in other emerging markets. A slowdown in economic activity in Argentina would adversely affect our business, financial condition and results of operations.

Government measures, as well as pressure from labor unions, could require salary increases or added benefits, all of which could increase companies' operating costs.

        In the past, the Argentine government has passed laws and regulations forcing privately owned companies to maintain certain wage levels and provide added benefits for their employees. Additionally, both public and private employers have been subject to strong pressure from their workforce or the trade unions representing them to grant salary increases and certain worker benefits.

        Labor relations in Argentina are governed by specific legislation, such as labor Law No. 20,744 and Collective Bargaining Law No. 14,250, which, among other things, dictate how salary and other labor negotiations are to be conducted. Every industrial or commercial activity is regulated by a specific collective bargaining agreement that groups together companies according to industry sectors and by trade unions. While the process of negotiation is standardized, each chamber of industrial or commercial activity negotiates the increases of salaries and labor benefits with the relevant trade union of such commercial or industrial activity. In the banking activity, salaries are established on an annual basis through negotiations between the chambers that represent the banks and the banking employees' trade union. The National Labor Ministry mediates between the parties and ultimately approves the annual salary increase to be applied in the banking activity. Parties are bound by the final decision once it is approved by the labor authority and must observe the established salary increases for all employees that are represented by the banking union and to whom the collective bargaining agreement applies.

        In addition, each company is entitled, regardless of union-negotiated mandatory salary increases, to give its employees additional merit increase or variable compensation scheme.

        Argentine employers, both in the public and private sectors, have experienced significant pressure from their employees and labor organizations to increase wages and to provide additional employee benefits. Due to the high levels of inflation, employees and labor organizations are demanding significant wage increases. In August 2012, the Argentine government established a 25% increase in minimum monthly salary to Ps.2,875, effective as of February 2013. The Argentine government increased the minimum salary to Ps.3,300 in August 2013, to Ps.3,600 in January 2014, to Ps.4,400 in September 2014, to Ps.5,588 in August 2015 and to Ps.6,060 in January 2016. Due to high levels of inflation, employers in both the public and private sectors are experiencing significant pressure from unions and their employees to further increase salaries. In 2015, various unions have agreed with employers' associations on salary increases over 25%. Since the beginning of 2016, discussions have been carried out with most of the unions, contemplating salary increases of around 30%.

        In the future, the government could take new measures requiring salary increases or additional benefits for workers, and the labor force and labor unions may apply pressure for such measures. Any such increase in wage or worker benefit could result in added costs and reduced results operations for Argentine companies, including us.

Government intervention in the Argentine economy could adversely affect our results of operations or financial condition.

        During recent years, the Fernández de Kirchner administration increased its direct intervention in the economy, including through the implementation of expropriation and nationalization measures, price controls and exchange controls.

        In 2008, the Fernández de Kirchner administration absorbed and replaced the former private pension system for a public "pay as you go" pension system. As a result, all resources administered by

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the private pension funds, including significant equity interests in a wide range of listed companies, were transferred to a separate fund (Fondo de Garantía de Sustentabilidad, or the "FGS") to be administered by the National Social Security Administration (Administración Nacional de la Seguridad Social, or the "ANSES"). The dissolution of the private pension funds and the transfer of their financial assets to the FGS have had important repercussions on the financing of private sector companies. Debt and equity instruments which previously could be placed with pension fund administrators are now entirely subject to the discretion of the ANSES. Since acquiring equity interests in privately owned companies through the process of replacing the pension system, the ANSES is entitled to designate government representatives to the boards of directors of those entities. Pursuant to Decree No. 1,278/12, issued by the Executive Branch on July 25, 2012, the ANSES's representatives must report directly to the Ministry of Economy and are subject to a mandatory information-sharing regime, under which, among other obligations, they must immediately inform the Ministry of Economy of the agenda for each board of directors' meeting and provide related documentation.

        In April 2012, the Fernández de Kirchner administration decreed the removal of directors and senior officers of YPF S.A. ("YPF"), the country's largest oil and gas company, which was controlled by the Spanish group Repsol, and submitted a bill to the Argentine Congress to expropriate shares held by Repsol representing 51% of the shares of YPF. The Argentine Congress approved the bill in May 2012 through the passage of Law No. 26,741, which declared the production, industrialization, transportation and marketing of hydrocarbons to be activities of public interest and fundamental policies of Argentina, and empowered the Argentine government to adopt any measures necessary to achieve self-sufficiency in hydrocarbon supply. In February 2014, the Argentine government and Repsol announced that they had reached an agreement on the terms of the compensation payable to Repsol for the expropriation of the YPF shares. Such compensation totaled US$5 billion payable by delivery of Argentine sovereign bonds with various maturities. The agreement, which was ratified by Law No. 26,932, settled the claim filed by Repsol with the ICSID.

        Law No. 26,991 (the "Supply Law") became effective on September 28, 2014. The Supply Law applies to all economic processes linked to goods, facilities and services which, either directly or indirectly, satisfy basic needs of the population ("Basic Needs Goods") and grants broad delegations of powers to its enforcing agency to become involved in such processes. It also empowers the enforcing agency to order the sale, production, distribution and/or delivery of Basic Needs Goods throughout the country in case of a shortage of supply.

        In February 2015, the Fernández de Kirchner administration sent a bill to Congress in order to revoke certain train concessions, return the national rail network to state control and provide powers to review all concessions currently in force. The bill was enacted on May 20, 2015 as Law No. 27,132.

        Law No. 27,181, enacted on September 23, 2015, affords certain protections, as a matter of public interest, to any equity interests held by the Argentine government as part of the investment portfolio of the FGS and to any shares or equity interests held by the Argentine government or the Ministry of Economy and Public Finance as a minority shareholder. Unless written approval is granted by two-thirds of the members of the Argentine Congress, the transfer and/or any other acts or actions that might restrict, modify, eliminate or change the use, ownership or nature of such shares, the legal title thereto, any income derived therefrom or the use of such income are prohibited under this law. The Argentine government's shares in YPF, however, are excepted from the scope of Law No. 27,181. Additionally, Law No. 27,181 created the National Government Equity Holdings Agency (Agencia Nacional de Participaciones Estatales en Empresas), a decentralized agency operating under the scope of the Argentine Executive Branch, which is in charge of implementing any policies and actions related to the exercise by the Argentine government of any rights arising out of its equity holdings.

        In September 2015, the Argentine government, through Resolution No. 646/2015 issued by the CNV, modified the valuation criteria applicable to securities traded outside of Argentina that comprise

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asset management portfolios. The resolution established that such securities must be valued at the currency in which they were issued to the extent such currency is the currency in which payments are made. The purchaser exchange rate applicable to financial transfers set by Banco de la Nación Argentina must be used to make such valuation. Resolution No. 646/2015 led to an accounting change in the valuation of mutual funds.

        Actions taken by the Argentine government concerning the economy, including decisions with respect to interest rates, taxes, price controls, salary increases, provision of additional employee benefits foreign exchange controls and potential changes in the foreign exchange market, have had and could continue to have a material adverse effect on Argentina's economic growth and in turn affect our financial condition and results of operations. Moreover, any additional Argentine government policies established to preempt, or in response to, social unrest could adversely and materially affect the economy, and therefore our business.

        It is widely reported by private economists that expropriations, price controls, exchange controls and other direct involvement by the Argentine government in the economy have had an adverse impact on the level of investment in Argentina, the access of Argentine companies to the international capital markets and Argentina's commercial and diplomatic relations with other countries. If the level of government intervention in the economy continues or increases, the Argentine economy and, in turn, our business, results of operations and financial condition could be adversely affected.

High public expenditure could result in long lasting adverse consequences for the Argentine economy.

        During the last few years, the Fernández de Kirchner administration substantially increased public expenditure. According to the most recent publicly available information, in the eleven-month period ended November 30, 2015, Argentina's fiscal deficit increased by 363% year over year. During recent years, the Fernández de Kirchner administration resorted to the Central Bank and to the ANSES to source part of its funding requirements.

        In light of increasingly tight public finances, the Fernández de Kirchner administration adopted certain measures to finance its public expenditures such as revising its subsidy policies (particularly those related to energy, electricity and gas, water and public transportation) and implementing an expansionary monetary policy. These policies have led to high inflation and, therefore, adversely affected, and could further adversely affect, consumer purchasing power and economic activity.

        As of the date of this prospectus, although the Macri administration is currently reviewing certain public sector contracts, there is uncertainty as to what additional actions the Macri administration will take with respect to public expenditure and its financing. If the Macri administration were to seek to finance its deficit by increasing the exposure of local financial institutions to the public sector, our liquidity and assets quality could be affected, and as a consequence, impact negatively on clients' confidence.

A continuing decline in international prices for Argentina's main commodity exports could have an adverse effect on Argentina's economic growth.

        Argentina's financial recovery from the 2001-2002 crisis occurred in a context of price increases for Argentina's commodity exports, such as soy. High commodity prices contributed to the increase in Argentine exports since the third quarter of 2002 and to high government tax revenues from export withholdings. However, the reliance on the export of certain commodities has caused the Argentine economy to be more vulnerable to fluctuations in their prices. Since the beginning of 2015, international commodity prices for Argentina's primary commodity exports have declined, which has had an adverse effect on Argentina's economic growth.

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        A continuing decline in the international prices for Argentina's main commodity exports could have a negative impact on the levels of government revenues and the government's ability to service its sovereign debt, and could either generate recessionary or inflationary pressures, depending on the government's reaction. Either of these results would adversely impact Argentina's economy and, therefore, our business, results of operations and financial condition.

Risks Relating to the Argentine Financial System

The stability of the Argentine financial system depends upon the ability of financial institutions, including the Bank, to retain the confidence of depositors.

        The measures implemented by the Argentine government in late 2001 and early 2002, in particular the restrictions imposed on depositors to withdraw money freely from banks and the pesification and restructuring of their deposits, resulted in losses for many depositors and undermined their confidence in the Argentine financial system.

        Although the financial system has seen a recovery in the amount of deposits since then, this trend may not continue and the deposit base of the Argentine financial system, including the deposit base of our main subsidiary, the Bank, could be negatively affected in the future by adverse economic, social and political events.

        If, in the future, depositor confidence weakens and the deposit base contracts, such loss of confidence and contraction of deposits will have a substantial negative impact on the ability of financial institutions, including the Bank, to operate as financial intermediaries. If the Bank is not able to act as a financial intermediary and otherwise conduct its business as usual, the results of its operations could be adversely affected or limited, affecting its ability to distribute dividends to us, which in turn could affect our results of operations and financial condition.

The growth and profitability of Argentina's financial system partially depend on the development of long-term funding.

        As a result of the 2008 global economic downturn, the banking industry in Argentina suffered a significant slowdown. This trend was reversed by the end of 2009, and the Argentine financial system grew significantly. Loans to the private sector grew by approximately 31.5% in 2012, 30.8% in 2013, 20.3% in 2014 and 37.1% in 2015 for the financial system as a whole. In spite of the recovery of credit activity, the long-term private sector loans market (pledge loans and mortgage loans) did not grow at the same pace and grew 18.7% in 2015, according to the Central Bank.

        Since most term deposits (more than 95%) are short-term deposits with a term of less than three months, a substantial portion of the loans have the same maturity, and there is a small portion of long-term credit lines.

        The uncertainty about the level of inflation in the future is a principal obstacle preventing a faster recovery of Argentina's private sector long-term lending. This uncertainty has had, and may continue to have, a significant impact on both the supply of, and demand for, long-term loans as borrowers try to hedge against inflation risk by borrowing at fixed rates while lenders hedge against inflation risk by offering loans at floating rates.

        If longer-term financial intermediation activity does not grow, the ability of financial institutions, including us, to generate profits will be negatively affected.

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Increased competition and consolidation in the banking and financial industry could adversely affect our operations.

        We expect competition in the banking and financial sector to continue to increase. Such increased competition in the banking and financial sector could reduce prices and margins and the volume of operations and our market share. Therefore, our results of operations could be adversely affected.

Enforcement of creditors' rights in Argentina may be limited, costly and lengthy.

        In order to protect debtors affected by the economic crisis in 2001-2002, the Argentine government adopted measures in the beginning of 2002 that suspended proceedings to enforce creditors' rights upon debtor default, including mortgage foreclosures and bankruptcy petitions.

        Although such measures have been rescinded, in the future they could be reinstated, or the government could take other measures that limit creditors' rights. Any such measures limiting the ability of creditors, including us, to bring legal actions to recover unpaid loans or restricting creditors' rights generally could have a material adverse effect on the financial system and on our business.

The Consumer Protection Law and the Credit Card Law may limit some of the rights afforded to us and our subsidiaries.

        Argentine Consumer Protection Law No. 24,240, as supplemented or amended (the "Consumer Protection Law") establishes a number of rules and principles for the protection of consumers. Although the Consumer Protection Law does not contain specific provisions for its enforcement in relation to financial activities, it does contain general provisions that might be used as grounds to uphold such enforcement, as it has been previously interpreted in various legal precedents. Moreover, the new Argentine Civil and Commercial Code has captured the principles of the Consumer Protection Law and established their application to banking agreements.

        The application of both the Consumer Protection Law and the Credit Card Law by administrative authorities and courts at the federal, provincial and municipal levels has increased. Moreover, administrative and judicial authorities have issued various rules and regulations aimed at strengthening consumer protection. In this context, the Central Bank issued Communication "A" 5460, as supplemented and amended, granting broad protection to financial services customers, limiting fees and charges that financial institutions may validly collect from their clients. In addition, the Argentine Supreme Court of Justice issued the Acordada 32/2014, creating the Public Registry of Collective Proceedings for the purpose of registering collective proceedings (such as class actions) filed with national and federal courts. In the event that we or our subsidiaries are found to be liable for violations of any of the provisions of the Consumer Protection Law or the Credit Card Law, the potential penalties could limit some of our rights or our subsidiaries' rights. For example, reducing our or their ability to collect payments due from services and financing provided us and adversely affect our or their financial results of operations.

        On September 18, 2014, a new pre-judicial service of dispute resolution was created by Law No. 26,993, in order for consumers and providers to resolve any dispute within the course of 30 days, including fines for companies that do not attend to the hearings.

        Furthermore, the rules that govern the credit card business provide for variable caps on the interest rates that financial entities may charge clients and the fees that they may charge merchants. Moreover, general legal provisions exist pursuant to which courts could decrease the interest rates and fees agreed upon by the parties on the grounds that they are excessively high. A change in applicable law or the existence of court decisions that lower the cap on interest rates and fees that clients and merchants may be charged would reduce the Bank's and CCF's revenues and therefore negatively affect our consolidated results.

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Class actions against financial institutions for an indeterminate amount may adversely affect the profitability of the financial system and of the Bank, specifically.

        Certain public and private organizations have initiated class actions against financial institutions in Argentina, including the Bank. See "Business—Legal Proceedings." The Argentine National Constitution and the Consumer Protection Law contain certain provisions regarding class actions. However, their guidance with respect to procedural rules for instituting and trying class action cases is limited. Nonetheless, Argentine courts have admitted class actions in certain cases, including various lawsuits against financial entities related to "collective interests" such as alleged overcharging on products, interest rates and advice in the sale of public securities. Recently, some of these lawsuits have been settled by the parties out of court. These settlements have typically involved an undertaking by the financial institution to adjust the fees and charges. If class action plaintiffs were to prevail against financial institutions, their success could have an adverse effect on the financial industry and on our business.

        In the future, court and administrative decisions may increase the degree of protection afforded to our debtors and other customers, or be favorable to the claims brought by consumer groups or associations. This could affect the ability of financial institutions, including us, to freely determine charges, fees or expenses for their services and products, therefore affecting their business and results of operations.

We operate in a highly regulated environment, and our operations are subject to regulations adopted, and measures taken, by several regulatory agencies.

        Financial institutions are subject to significant regulation relating to functions that historically have been determined by the Central Bank and other regulatory authorities. The Central Bank may penalize our main subsidiary, the Bank, as well as our subsidiary CCF, in case of any breach of applicable regulations. Similarly, the CNV, which authorizes our securities offerings and regulates the public markets in Argentina, has the authority to impose sanctions on us and our Board of Directors for breaches of corporate governance. In addition, pursuant to Law No. 26,831, the CNV may appoint supervisors with veto powers over resolutions of our Board of Directors and may temporarily remove our Board of Directors, when, as determined by the CNV, minority shareholders' or bondholders' interests or rights have been infringed upon. The Financial Information Unit (Unidad de Información Financiera or "UIF") regulates matters relating to anti-money laundering and has the ability to monitor compliance with any such regulations by financial institutions and, eventually, impose sanctions. Any such regulatory agencies could initiate proceedings against us, our shareholders or directors and, accordingly, impose sanctions on us or any of our subsidiaries.

        In addition to regulations specific to our industry, we are subject to a wide range of federal, provincial and municipal regulations and supervision generally applicable to businesses operating in Argentina, including laws and regulations pertaining to labor, social security, public health, consumer protection, the environment, competition and price controls.

        Specifically, a series of new regulations were enacted from the beginning of 2012 until President Macri assumed office, incorporating new requirements and restrictions for financial institutions, including: (i) mandatory credit lines for productive purposes, with a maximum interest rate established by regulation; (ii) rules limiting the reference interest rate for personal loans and car loans granted to retail customers that are not considered a micro, small or medium size company; (iii) a prior authorization requirement with respect to the introduction of new fees for new products and/or services offered and to increase existing fees; (iv) rules limiting minimum rates applicable to term deposits made by individuals; and (v) rules limiting the ability of financial institutions to receive remuneration or profits from any insurance product that customers are obligated to purchase as a condition for accessing financial services. On December 17, 2015, however, the limits imposed on interest rates

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applicable to transactions referred to in items (ii) and (iv) were eliminated and financial entities and their customers may now freely agree upon such interest rates. See "Argentine Banking Regulations—Interest Rate and Fee Regulations."

        In 2012 the Central Bank increased the capital requirements for financial institutions following the Basel II standard. See "Argentine Banking Regulations—Minimum Capital Requirements."

        In addition, the Central Bank imposed new restrictions on the distribution of dividends by financial institutions, requiring that the capital remaining after the distribution of dividends must be sufficient to meet the regulatory capital requirement increased by 75%. This requirement has prevented the distribution of dividends by the Bank since its adoption. See "Argentine Banking Regulations—Requirements Applicable to Dividend Distribution."

        The Central Bank has also imposed restrictions on the positive foreign currency net global position of financial institutions, which have been modified several times, to prevent the Central Bank's foreign currency reserves from further decreasing. As of the date of this prospectus, the positive foreign currency net global position (excluding forward transactions) may not exceed 10% of the lesser of the financial institution's RPC computed for the relevant preceding month or the financial institution's own liquid assets. The positive foreign currency net global position for forward transactions, however, may not exceed 5% of the lesser of the RPC computed for the relevant preceding month or the financial institution's own liquid assets. For a more detailed description of changes, see "Argentine Banking Regulations—Foreign Currency Net Global Position."

        The absence of a stable regulatory framework or the imposition of measures that may affect the profitability of financial institutions and limit the capacity to hedge against currency fluctuations could result in significant limits to financial institutions' decisions, such as the Bank and CCF, regarding asset allocation. In turn, this could cause uncertainty and negatively affect our future financial activities and result of operations. In addition, existing or future legislation and regulation could require material expenditures or otherwise have a material adverse effect on our consolidated operations.

        In addition, pursuant to Communication "A" 5785, sanctions imposed by the Central Bank, the UIF, the CNV and/or the National Superintendency of Insurance on financial institutions and/or their authorities, may result in the revocation of their licenses to operate as financial institutions. Such revocation may occur when, in the opinion of the Board of Directors of the Central Bank, there was a material change in the conditions deemed necessary to maintain such license, including those relating to the suitability, experience, moral character or integrity of (i) the members of a financial institution's board of directors (directors, counselors or equivalent authorities), (ii) its shareholders, (iii) the members of its supervisory committee and (iv) others, such as its managers.

Exposure to multiple provincial and municipal legislation and regulations could adversely affect our business or results of operations.

        Argentina has a federal system of government with 23 provinces and one autonomous city (Buenos Aires), each of which, under the Argentine national constitution, has full power to enact legislation concerning taxes and other matters. Likewise, within each province, municipal governments have broad powers to regulate such matters. Due to the fact that our branches are located in multiple provinces, we are also subject to multiple provincial and municipal legislation and regulations. Although we have not experienced any material adverse effects from this, future developments in provincial and municipal legislation concerning taxes, provincial regulations or other matters may adversely affect our business or results of operations.

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Future governmental measures or regulations may adversely affect the economy and the operations of financial institutions.

        The Argentine government has historically exercised significant influence over the economy, and financial institutions, in particular, have operated in a highly regulated environment. Laws and regulations currently governing the economy or the banking sector may continue to change in the future, and any changes may adversely affect our business, financial condition and results of operations.

        Several different bills to amend the Argentine Financial Institutions Law No. 21,526 (the "FIL") have been put forth for review by the Argentine Congress, seeking to amend different aspects of the FIL, including the qualification of financial services as a public service, an increase in governmental regulations affecting the activities of financial entities and initiatives to make financial services more widely available. A thorough amendment of the FIL would have a substantial effect on the banking system as a whole. If any such bill is passed, or any other amendment to the FIL is made, the subsequent changes in banking regulations may have adverse effects on financial institutions in general, and on our business, financial conditions and results of operations.

The amendment of the Central Bank's Charter and the Convertibility Law may adversely affect the Argentine economy.

        On March 22, 2012, the Argentine Congress passed Law No. 26,739, which amended the charter of the Central Bank and the Convertibility Law. This new law amended the objectives of the Central Bank (as established in its charter) and removed certain provisions previously in force. Pursuant to the terms of the new law, the Central Bank will focus on promoting monetary and financial stability as well as development with social equity. In addition, the concept of "freely available reserves" was eliminated, granting the Argentine government access to additional reserves to pay debt. Further, this new law provides that the Central Bank may set the interest rate and terms of loans granted by financial institutions.

        Regarding the reserves, if the government were to utilize such Central Bank reserves to make payments on its public debt or finance public spending, this may result in increased inflation, which would hinder economic growth. In addition, a decrease in the Central Bank's reserves could adversely affect the Argentine financial system's capacity to withstand and overcome the effects of an economic crisis (either domestic or international), negatively affecting economic growth and, in turn, our consolidated results and results of operations.

Risks Relating to Our Business

Due to our exposure to middle and lower-middle-income individuals and SMEs, the quality of our consolidated loan portfolio is more susceptible to economic downturns and recessions.

        Our consolidated loan portfolio is concentrated in the segments of middle and lower-middle-income individuals and SMEs, which are more vulnerable to economic recessions than large corporations and higher income individuals. The quality of our portfolio of loans to individuals and to SMEs is therefore dependent to a large extent on domestic and international economic conditions. Consequently, we may experience higher levels of past due amounts, which could result in higher provisions for loan losses. See "Selected Statistical Information."

        The loan portfolio of our retail segment, which includes individuals and businesses with annual sales of up to Ps.25 million depending on the business activity, represented approximately 49% of our consolidated loan portfolio (net of allowances) as of December 31, 2015. If the economy in Argentina experiences a significant downturn, this could materially and adversely affect the liquidity, businesses and financial condition of our customers, which may in turn cause us to experience higher levels of past due loans, thereby resulting in higher provisions for loan losses and subsequent write-offs. This may

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materially and adversely affect the credit quality of our loan portfolio, our asset quality, our results of operations and our financial condition.

We continue to seek potential acquisitions, but we may not be able to complete such acquisitions or successfully integrate businesses that we acquire.

        In addition to organic growth, we have significantly expanded our business through acquisitions. We expect to continue considering acquisition opportunities that we believe may add value and are compatible with our business strategy.

        In this respect, we may not be able to continue to identify opportunities or consummate acquisitions leading to economically favorable results or that any future acquisition will, if required, be authorized by the Central Bank, which would limit our ability to implement an important component of our growth strategy. In addition, in the event that an acquisition opportunity is identified and authorized, successful integration of the acquired business entails significant risks, including compatibility of operations and systems, unexpected contingencies, employee retention, compliance, customer retention, and delays in the integration process.

Changes in market conditions and any associated risks, including interest rate and currency exchange volatility, could materially and adversely affect our consolidated financial condition and results of operations.

        We are directly and indirectly affected by changes in market conditions. Market risk, or the risk that values of assets and liabilities or revenues will be adversely affected by variations in market conditions, including interest rate and currency exchange volatility, is inherent in the products and instruments associated with our operations, including loans, deposits, long-term debt and short-term borrowings.

        In particular, our results of operations depend to a great extent on our net interest income. Net interest income represented 59.6% of our net financial income and services income fee in 2013, 59.4% in 2014 and 59.7% in 2015. Changes in market interest rates could affect the interest rates earned on our interest-earning assets differently from the interest rates paid on our interest-bearing liabilities, leading to a reduction in our net interest income or a decrease in customer demand for our loan or deposit products. In addition, increases in interest rates could result in higher debt service obligations for our customers, which could, in turn, result in higher levels of delinquent loans or discourage customers from borrowing. Interest rates are highly sensitive to many factors beyond our control, including the reserve policies of the Central Bank, regulation of the financial sector in Argentina, domestic and international economic and political conditions and other factors.

        Any changes in interest rates and currency exchange rates could adversely affect our business, our future financial performance and the price of our securities.

Reduced spreads between interest rates on loans and those on deposits, without corresponding increases in lending volumes, could adversely affect the Bank's and CCF's profitability.

        Historically, the Argentine financial system witnessed a decrease in spreads between the interest rates on loans and deposits as a result of increased competition in the banking sector. The interest rate spreads of the Bank and CCF follow the same trend. If competition continues or increases and interest rate spreads decrease, such decrease could adversely affect the profitability of the Bank and, consequently, our consolidated results of operations and financial condition.

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We are a holding company and we conduct our business through our subsidiaries. Our ability to invest in our business developments will depend on our subsidiaries' ability to generate dividends to us.

        As a holding company, we conduct our operations through our subsidiaries, the largest of which is the Bank. Consequently, we do not operate or hold substantial assets, except for equity investments in our subsidiaries. Except for such assets, our ability to invest in our business developments and to repay obligations is subject to the funds generated by our subsidiaries and their ability to pay cash dividends. In the absence of such funds, we may have to resort to financing options at unappealing prices, rates and conditions. Additionally, such financing could be unavailable when we may need it.

        Each of our subsidiaries is a separate legal entity and due to legal or contractual restrictions, as well as to their financial condition and operating requirements, they may not be able to distribute dividends to us. Our ability to develop our business, meet our payment obligations and pay dividends to our shareholders could be limited by restrictions preventing our subsidiaries from paying us dividends. Investors should take such restrictions into account when analyzing our investment developments and our ability to cancel our obligations. See "Dividends and Dividend Policy."

Our estimates and established reserves for credit risk and potential credit losses may prove to be insufficient, which may materially and adversely affect our asset quality and our financial condition and results of operations.

        A number of our products expose us to credit risk, including consumer loans, commercial loans and other receivables. Changes in the income levels of our borrowers, increases in the inflation rate or an increase in interest rates could have a negative effect on the quality of our loan portfolio, causing us to increase provisions for loan losses and resulting in reduced profits or in losses.

        We estimate and establish reserves for credit risk and potential credit losses. This process involves subjective and complex judgments, including projections of economic conditions and assumptions on the ability of our borrowers to repay their loans.

        Overall, if we are unable to effectively control the level of non-performing or poor credit quality loans in the future, or if our loan loss reserves are insufficient to cover future loan losses, our asset quality and our financial condition and results of operations may be materially and adversely affected.

The Bank's important revenues from its business with senior citizens could decrease or cease to grow if the Bank's agreement with ANSES is terminated or not renewed.

        Since 1996, the Bank has acted as paying agent of social security payments to senior citizens on behalf of the government pursuant to an agreement with ANSES. In December 2014, pursuant to Resolution No. 648/14, the Bank renewed for a six-year period its agreement with ANSES. In December 2015, the Bank made payments on behalf of ANSES to approximately 1,055,000 senior citizens and beneficiaries. Offering this service to senior citizens allows us ready access to a pool of potential consumers of financial services. The Bank derives an important part of its revenues (27.4% as of December 31, 2015) from the sale of financial services through senior citizen service centers. The Bank's agreement with ANSES provides that it will continue in effect as long as the parties continue performing their obligations for a six-year term. ANSES has the right to terminate the agreement with 90 days prior notice.

        The termination of the agreement with ANSES, a decision by ANSES not to renew the agreement in December 2020, or ANSES's failure to add new senior citizens to the payment service could have a negative effect on the Bank's business and results of operations. In addition, while ANSES has not regulated lending by banks to senior citizens, this could change in the future and ANSES could enact regulations, including caps on the amounts and interest rates of personal loans to retirees, which could have an adverse effect on our results of operations.

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Since short-term deposits are one of our main sources of funds, a sudden shortage of short-term deposits could cause an increase in costs of funding, affect our liquidity rations and have an adverse effect on our revenues.

        Deposits are one of our primary sources of funding, representing 77.3% of our total liabilities as of December 31, 2015. A significant portion of our assets has longer maturities, resulting in a mismatch between the maturities of liabilities and the maturities of assets. If a substantial number of our depositors withdraw their sight deposits or do not roll over their time deposits upon maturity, our liquidity position, results of operations and financial condition may be materially and adversely affected. In the event of a sudden or unexpected shortage of funds in the banking system, money markets in which we operate may not be able to maintain levels of funding without incurring high funding costs or the liquidation of certain assets. If this were to happen, we may be unable to fund our liquidity needs at competitive costs and our results of operations and financial condition may be materially adversely affected.

Because our main subsidiary, the Bank, is a financial institution, any insolvency proceeding against it would be subject to the powers of and intervention by the Central Bank, which may limit remedies otherwise available and extend the duration of the proceedings.

        Under Argentine law, the liquidation and commencement of bankruptcy proceedings against financial institutions, until their banking license has been revoked by the Central Bank, may only be commenced by the Central Bank. If the Bank is unable to pay its debts as they come due, the Central Bank would intervene and revoke its banking license, and file a bankruptcy petition before a commercial court. If the Central Bank intervenes, the reorganization proceeding could take longer and it is likely that the shareholders' remedies would be restricted. During any such process, the Central Bank would have to consider its interests as a regulator and, as a result, could prioritize the claims of other creditors and third parties against the Bank. As a result of any such intervention, shareholders may realize substantially less on the claims than they would in a regular bankruptcy proceeding in Argentina, the United States or any other country.

The special rules that govern the priority of different stakeholders of financial institutions in Argentina, which give priority to depositors with respect to most other creditors, may negatively affect shareholders in case of judicial liquidation or bankruptcy of our main subsidiary, the Bank.

        The FIL, as amended by Law No. 24,485 and by Law No. 25,089, provides that in case of judicial liquidation or bankruptcy of a financial institution, all depositors, irrespective of the type, amount or currency of their deposits, will have general and absolute preferential rights with respect to all other creditors, except for certain labor credits and credits secured with pledge or mortgage, to be paid with all of the funds deriving from the liquidation of such financial institution's assets. Any such funds would be applied in the following order of priority: (a) deposits of up to Ps.50,000 per entity, or its equivalent in foreign currency (the priority benefits one depositor per deposit), (b) deposits over Ps.50,000 and (c) loans granted to the financial institution directly related to international commerce. As a result of these rules, shareholders may realize substantially less on the claims than they would in a regular bankruptcy proceeding in Argentina, the United States or any other country.

Our controlling shareholder has the ability to direct our business, and potential conflicts of interest could arise.

        Our controlling shareholder, Julio Patricio Supervielle, directly or beneficially will own at least 126,738,188 Class A shares and 68,618,530 Class B shares in the aggregate after the completion of the Argentine offering and the international offering. Virtually all decisions made by shareholders will continue to be directed by our controlling shareholder. He may, without the concurrence of the remaining shareholders, elect a majority of our directors, effect or prevent a merger, sale of assets or

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other business acquisition or disposition, cause us to issue additional equity securities, effect a redemption of shares, effect a related party transaction and determine the timing and amounts of dividends, if any. According to our bylaws, a two-thirds vote by our Class A shares is required, regardless of the percentage of capital they represent, in order for us to duly resolve a merger with another company, a voluntary dissolution, our relocation abroad, and the fundamental change in our corporate purpose. Mr. Supervielle's interests may conflict with your interests as a holder of Class B shares or ADSs, and he may take actions that might be desirable to him but not to other shareholders.

The Bank and CCF use loan securitization as an additional source of their funding and our capacity to successfully securitize our assets on favorable terms affects our funding ability.

        For the year ended December 31, 2015, the Bank and CCF securitized an aggregate of Ps.2,376.7 million of loans originated by them. During the years ended December 31, 2013 and 2014, the Bank, CCF and Tarjeta securitized an aggregate of Ps.2,313.7 million and Ps.3,513.2 million, respectively, of loans originated by them. Loan securitization is part of their self-funded strategy. The Bank's and CCF's ability to securitize their loans successfully and on terms acceptable to them depends on the applicable regulations and largely on capital market conditions prevailing in Argentina. Although securitizations markets have remained open in the past few years, the Bank and CCF have no control over capital market conditions, which can be volatile and unpredictable If the Bank and CCF are not able to continue securitizing part of their loans in the future, whether as a result of deterioration in capital markets conditions or otherwise, they would likely be compelled to seek alternatives for funding which may include short-term or more expensive funding sources that may adversely affect our consolidated financial conditions and results of operations.

A decline in the performance of the loans that the Bank and CCF have securitized may adversely affect the amount of income they receive in connection with the securitization of their loan portfolio.

        As of December 31, 2015, the Bank and CCF held Ps.509.7 million, Ps.36.3 million and Ps.707.0 million in senior bonds, subordinated bonds and participation certificates, respectively, issued by various financial trusts in connection with the securitization of their loan portfolio. In each case, the subordinated bonds and participation certificates are subordinated to the senior indebtedness of the related financial trust. If collections with respect to such securitized loans decrease, the amount of the payments that the Bank and CCF will receive in connection with the subordinated bonds and participation certificates that they hold will decline. Such a decline would be more pronounced than the decline we would experience if we continued to hold the loans on our books because of the subordination of our retained interests in the securitized loans. Such decline could result in a material adverse effect on our consolidated financial condition and results of operations.

Early termination of CCF's business agreement with Walmart could have an adverse effect on our revenue.

        In April 2000, CCF (formerly GE Compañía Financiera) and Walmart entered into a commercial agreement pursuant to which CCF became the sole provider of financial services for Walmart's customers in Argentina. The agreement was renewed in 2005, in 2010 and most recently in December 2014. Such agreement is key to CCF's overall performance, expires in August 2020 and while it contains an option for renewal, it may not be renewed on the same terms or at all. In addition, the agreement is subject under certain conditions to voluntary termination by Walmart Argentina. The decision by Walmart Argentina not to renew or to terminate the agreement could negatively affect our expected benefit from this alliance and could result in a material adverse effect on CCF's financial condition and results of operations.

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Differences in the accounting standards between Argentina and certain countries with highly developed capital markets, such as the United States, may make it difficult to compare our financial statements and reported earnings with companies in other countries and the United States.

        Except as otherwise described herein, we prepare our financial statements in accordance with the Central Bank regulations, which differ in certain significant respects from U.S. GAAP and from Argentine GAAP. As a result, except for our net income and our shareholders' equity as of and for the years ended December 31, 2015 and 2014 which have been reconciled with U.S. GAAP, our financial statements are not directly comparable to those of banks in the United States. Implementation of IFRS in Argentina is expected to take place for the fiscal years beginning on January 1, 2018.

Cybersecurity events could negatively affect our reputation, our financial condition and our results of operations.

        We depend on the efficient and uninterrupted operation of internet-based data processing, communication and information exchange platforms and networks, including those systems related to the operation of our ATM network. We have access to large amounts of confidential financial information and control substantial financial assets belonging to our customers as well as to us. In addition, we provide our customers with continuous remote access to their accounts and the possibility of transferring substantial financial assets by electronic means. Accordingly, cybersecurity is a material risk for us. Cybersecurity incidents, such as computer break-ins, phishing, identity theft and other disruptions could negatively affect the security of information stored in and transmitted through our computer systems and network infrastructure and may cause existing and potential customers to refrain from doing business with us.

        In addition, contingency plans in place may not be sufficient to cover liabilities associated with any such events and, therefore, applicable insurance coverage may be deemed inadequate, preventing us from receiving full compensation for the losses sustained as a result of such a disruption.

        Although we intend to continue to implement security technology devices and establish operational procedures to prevent such damage, it is possible that not all of our systems are entirely free from vulnerability and these security measures will not be successful. If any of these events occur, it could damage our reputation, entail serious costs and affect our transactions, as well as our results of operations and financial condition.

Our business is highly dependent on proper functioning and improvement of information technology systems.

        Our business is highly dependent on the ability of our information technology systems and the third party managers of such systems to effectively manage and process a large number of transactions across numerous and diverse markets and products in a timely manner. In addition, we provide our customers with continuous remote access to their accounts and the possibility of transferring substantial financial assets by electronic means. The proper functioning of our financial control, risk management, accounting, customer service and other data processing systems is critical to our business and our ability to compete effectively. Our business activities may be materially disrupted if there were a partial or complete failure of any of our information technology systems communication networks. Such failures could be caused by, among other things, software bugs, computer virus attacks or intrusions, phishing, identity theft or conversion errors due to system upgrading. In addition, any security breach caused by unauthorized access to information or systems, or intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, could have a material adverse effect on our business results of operations and financial condition.

        Our ability to remain competitive and achieve further growth will depend in part on our ability to upgrade our information technology systems and increase our capacity on a timely and cost effective

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basis. Any substantial failure to improve or upgrade information technology systems effectively or on a timely basis could materially affect us.

We are susceptible to fraud, unauthorized transactions and operational errors.

        As with other financial institutions, we are susceptible to, among other things, fraud by employees or outsiders, unauthorized transactions by employees and other operational errors (including clerical or record keeping errors and errors resulting from faulty computer or telecommunications systems). Given the high volume of transactions that may occur at a financial institution, errors could be repeated or compounded before they are discovered and remedied. In addition, some of our transactions are not fully automated, which may further increase the risk that human error or employee tampering will result in losses that may be difficult to detect quickly or at all. Losses from fraud by employees or outsiders, unauthorized transactions by employees and other operational errors could have a material adverse effect on us.

Our policies and procedures may not be able to detect money laundering and other illegal or improper activities fully or on a timely basis, which could expose us to fines and other liabilities.

        We are required to comply with applicable anti-money laundering laws, anti-terrorism financing laws and other regulations. These laws and regulations require us, among other things, to adopt and enforce "know your customer" policies and procedures and to report suspicious or large transactions to the applicable regulatory authorities. While we have adopted policies and procedures aimed at detecting and preventing the use of banking networks for money laundering activities and by terrorists and terrorist-related organizations and individuals generally, such policies and procedures may not completely eliminate instances where they may be used by other parties to engage in money laundering and other illegal or improper activities. If we fail to fully comply with applicable laws and regulations, the relevant government authorities to which they report have the power and authority to impose fines and other penalties. In addition, our businesses and reputation could suffer if customers use our financial institutions for money laundering or illegal or improper purposes. As of the date of this prospectus, we have not been subject to fines or other penalties, and we have not suffered business or reputational harm, as a result of any money laundering activities in the past.

You may not be able to effect service of process within the United States upon the Company, our directors and officers and certain advisors.

        All of our directors and all our officers and certain advisors named herein reside in Argentina or elsewhere outside the United States. As a result, you may not be able to effect service of process within the United States upon such persons.

Risks Relating to Our Class B Shares and the ADSs

You may not be able to sell your ADSs at the time or the price you desire because an active or liquid market may not develop.

        Prior to this offering, there has not been a public market for our Class B shares or the ADSs. We have applied to list the ADSs on the NYSE and the Class B shares on the MERVAL. Any markets that may develop for our Class B shares or for the ADSs may not have liquidity and the price at which the Class B shares or the ADSs may be sold is uncertain.

Holders of our Class B shares and the ADSs may not receive any dividends.

        We are a holding company and our ability to pay dividends depends on the cash flow and distributable income of our operating subsidiaries, principally the Bank. We and our subsidiaries are subject to contractual, legal and regulatory requirements affecting our ability to pay dividends.

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        In particular, dividend distribution by the Bank is subject to prior approval by the Superintendency of Financial and Exchange Entities (Superintendencia de Entidades Financieras y Cambiarias, or "Superintendency"). The Superintendency will review the ability of a financial institution to distribute dividends upon request for approval. The Superintendency may authorize the distribution of dividends if during the month preceding the request, the following requirements were met: the financial institution (i) is not subject to a liquidation procedure; (ii) is not receiving financial assistance from the Central Bank; (iii) is in compliance with its reporting obligations with the Central Bank; (iv) is in compliance with minimum capital requirements, among others; and (v) the financial institution is not subject to any significant fines, debarment, suspension, revocation or prohibition imposed in the last five years by the Central Bank, the UIF, the CNV, and/or the National Superintendency of Insurance (Superintendencia de Seguros de la Nación), except when such financial institution has implemented corrective measures that are satisfactory to the Superintendency (such corrective measures would also be brought to the attention of the regulatory body that originally imposed the sanction). The Superintendency also takes into consideration information that it receives from, and/or sanctions imposed by, equivalent foreign agencies or authorities. When weighing the significance of the sanctions, the Superintendency takes into account the type of sanctions, the underlying reason for such sanctions and the amount of sanctions imposed on the financial institution. Additionally, the Superintendency factors in the degree of participation in the events leading up to the sanction, the economic effects of the violation, the degree of damage caused to third parties, the economic benefit that the sanctioned party received from the violation, the sanctioned party's operating volume, its liability and the title or function that such party holds. Regarding the minimum capital requirements, if the minimum regulatory capital after making the dividend payment is lower than the minimum capital required increased by 75%, dividends may not be paid. See "Argentine Banking Regulation—Liquidity and Solvency Requirements—Requirements Applicable to Dividend Distribution."

        Additionally, situations such as noncompliance with minimum capital requirements or non-payment of principal or interest under the Bank's outstanding Tier 2 Notes could result in the Bank's inability to distribute dividends to its shareholders.

        Although distribution of dividends by the Bank has been authorized by the Central Bank in the past, it is possible that in the future we will not be able to reach the regulatory threshold or that if so, the Central Bank may not continue to grant us the authorization to distribute dividends approved by our shareholders at the annual ordinary shareholders' meeting or such authorization may not be for the full amount of distributable dividends.

Changes in the Argentine tax laws may adversely affect the results of our operations and the tax treatment of our Class B shares and/or the ADSs.

        On September 23, 2013, Law No. 26,893, which amended the Income Tax Law, was enacted. According to the amendments, the distribution of dividends by an Argentine corporation is subject to income tax at a rate of 10.0%, unless such dividends are distributed to Argentine corporate entities.

        In addition, the amended law establishes that the sale, exchange or other transfer of shares and other securities is subject to a capital gain tax at a rate of 15% for Argentine resident individuals and foreign beneficiaries. There is an exemption for Argentine resident individuals if certain requirements are met; however, there is no such exemption for non-Argentine residents.

        The income tax treatment of income derived from the sale of ADSs, dividends or exchanges of shares from the ADS facility may not be uniform under the revised Argentine income tax law. The possibly varying treatment of source income could impact both Argentine resident holders as well as non-Argentine resident holders. In addition, should a sale of ADSs be deemed to give rise to Argentine source income, as of the date of this prospectus no regulations have been issued regarding the mechanism for paying the Argentine capital gains tax when the sale exclusively involves non-Argentine

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parties. However, as of the date of this prospectus, no administrative or judicial rulings have clarified the ambiguity in the law.

        These amendments were implemented by Decree 2334/2013. However, as of the date of this prospectus, many aspects of these new taxes remain unclear. There are some exemptions from the income tax upon disposition of securities for Argentine residents if certain requirements are met, but no such exemption exists for non-Argentine residents.

        Therefore, holders of our Class B shares or the ADSs, are encouraged to consult their tax advisors as to the particular Argentine income tax consequences of owning our Class B Shares or the ADSs. See "Dividends and Dividend Policy" and "Taxation—Material Argentine Tax Considerations."

Restrictions on transfers of foreign exchange and the repatriation of capital from Argentina may impair your ability to receive dividends and distributions on, and the proceeds of any sale of, the Class B shares underlying the ADSs.

        Since the beginning of December 2001 until President Macri assumed office, the Argentine government implemented monetary and foreign exchange control measures that included restrictions on the withdrawal of funds deposited with banks and on the transfer of funds abroad, including dividends, without prior approval by the Central Bank, some of which are still in effect.

        Although the transfer of funds abroad by local companies in order to pay annual dividends only to foreign shareholders and the depositary for the benefit of the ADS holders based on approved audited financial statements no longer requires Central Bank approval, other exchange controls could impair or prevent the conversion of anticipated dividends, distributions, or the proceeds from any sale of Class B shares, as the case may be, from Pesos into U.S. dollars and the remittance of the U.S. dollars abroad. In particular, with respect to the proceeds of any sale of Class B shares underlying the ADSs, as of the date of this prospectus, the conversion from Pesos into U.S. dollars and the remittance of such U.S. dollars abroad is not subject to prior Central Bank approval provided (i) the funds were transferred into Argentina through the MULC no less than 120 days prior to the intended repatriation date; and (ii) the foreign beneficiary is either a natural or legal person residing in or incorporated and established in jurisdictions, territories or associated states that are considered "cooperators for the purposes of fiscal transparency." If such requirements are not met, prior Central Bank approval will be required.

        Furthermore, during the last few years under the Fernández de Kirchner administration, the Central Bank exercised a de facto prior approval power for certain foreign exchange transactions otherwise authorized to be carried out under the applicable regulations, such as dividend payments or repayment of principal of inter-company loans as well as the import of goods, by means of regulating the amount of foreign currency available to financial institutions to conduct such transactions.

        The Argentine government could reinstate restrictive measures in the future. In such a case, the depositary for the ADSs may be prevented from converting Pesos it receives in Argentina for the account of the ADS holders. If this conversion is not possible, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. If the exchange rate fluctuates significantly during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the dividend distribution. Also, if payments cannot be made in U.S. dollars abroad, the repatriation of any funds collected by foreign investors in Pesos in Argentina may be subject to restriction. See "Exchange Controls—Other Regulations—Sale of Foreign Currency to Non-residents."

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We will be traded on more than one market and this may result in price variations; in addition, investors may not be able to easily move shares for trading between such markets.

        In addition to the offering of ADSs in the United States and countries other than Argentina, we are offering Class B shares in Argentina. Trading in the ADSs or our Class B shares on these markets will take place in different currencies (U.S. dollars on the NYSE and pesos on the MERVAL), and at different times (resulting from different time zones, different trading days and different public holidays in the United States and Argentina). The trading prices of these securities on these two markets may differ due to these and other factors. Any decrease in the price of our Class B shares on the MERVAL could cause a decrease in the trading price of the ADSs on the NYSE. Investors could seek to sell or buy our shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both our share prices on one exchange, and the ADSs available for trading on the other exchange. In addition, holders of ADSs will not be immediately able to surrender their ADSs and withdraw the underlying Class B shares for trading on the other market without effecting necessary procedures with the depositary. This could result in time delays and additional cost for holders of ADSs.

Under Argentine Corporate Law, shareholder rights may be fewer or less well defined than in other jurisdictions.

        Our corporate affairs are governed by our bylaws and by the Argentine Corporate Law, which differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States (such as Delaware or New York), or in other jurisdictions outside Argentina. Thus, your rights or the rights of holders of our Class B shares under the Argentine Corporate Law to protect your or their interests relative to actions by our Board of Directors may be fewer and less well defined than under the laws of those other jurisdictions. Although insider trading and price manipulation are illegal under Argentine law, the Argentine securities markets may not be as highly regulated or supervised as the U.S. securities markets or markets in some of the other jurisdictions. In addition, rules and policies against self-dealing and regarding the preservation of shareholder interests may be less well defined and enforced in Argentina than in the United States, or other jurisdictions outside Argentina, putting holders of our Class B shares and the ADSs at a potential disadvantage.

Holders of our Class B shares and the ADSs located in the United States may not be able to exercise preemptive rights.

        Under the Argentine Corporate Law, if we issue new shares as part of a capital increase, our shareholders may have the right to subscribe to a proportional number of shares to maintain their existing ownership percentage. Rights to subscribe for shares in these circumstances are known as preemptive rights. In addition, shareholders are entitled to the right to subscribe for the unsubscribed shares remaining at the end of a preemptive rights offering on a pro rata basis, known as accretion rights. Upon the occurrence of any future increase in our capital stock, United States holders of Class B shares or ADSs will not be able to exercise the preemptive and related accretion rights for such Class B shares or ADSs unless a registration statement under the Securities Act is effective with respect to such Class B shares or ADSs or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement with respect to those Class B shares or ADSs. We may not file such a registration statement, or an exemption from registration may not be available. Unless those Class B shares or ADSs are registered or an exemption from registration applies, a U.S. holder of our Class B shares or ADSs may receive only the net proceeds from those preemptive rights and accretion rights if those rights can be sold by the depositary; if they cannot be sold, they will be allowed to lapse. Furthermore, the equity interest of holders of Class B shares or ADSs located in the United States may be diluted proportionately upon future capital increases.

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Non-Argentine companies that own our Class B shares directly and not as ADSs may not be able to exercise their rights as shareholders unless they are registered in Argentina.

        Under Argentine law, foreign companies that own shares in an Argentine corporation are required to register with the Inspección General de Justicia (Superintendency of Legal Entities, or the "IGJ"), in order to exercise certain shareholder rights, including voting rights. If you own Class B shares directly (rather than ADSs) and you are a non-Argentine company and you are not registered with the IGJ, your ability to exercise your rights as a holder of our Class B shares may be limited.

Your voting rights with respect to the ADSs are limited by the terms of the deposit agreement.

        Holders may exercise voting rights with respect to the Class B shares underlying ADSs only in accordance with the provisions of the deposit agreement. There are no provisions under Argentine law or under our bylaws that limit ADS holders' ability to exercise their voting rights through the depositary with respect to the underlying Class B shares, except if the depositary is a foreign entity and it is not registered with the IGJ, and in this case, the depositary is registered with the IGJ. However, there are practical limitations upon the ability of ADS holders to exercise their voting rights due to the additional procedural steps involved in communicating with such holders. For example, Law No. 26,831 requires us to notify our shareholders by publications in certain official and private newspapers of at least 20 and no more than 45 days in advance of any shareholders' meeting. ADS holders will not receive any notice of a shareholders' meeting directly from us. In accordance with the deposit agreement, we will provide the notice to the depositary, which will in turn, if we so request, as soon as practicable thereafter provide to each ADS holder:

    the notice of such meeting;

    voting instruction forms; and

    a statement as to the manner in which instructions may be given by holders.

        To exercise their voting rights, ADS holders must then provide instructions to the depositary how to vote the shares underlying ADSs. Because of the additional procedural step involving the depositary, the process for exercising voting rights will take longer for ADS holders than for holders of Class B shares.

        Except as described in this prospectus, holders will not be able to exercise voting rights attaching to the ADSs.

The relative volatility and illiquidity of the Argentine securities markets may substantially limit your ability to sell Class B shares underlying the ADSs at the price and time you desire.

        Investing in securities that trade in emerging markets, such as Argentina, often involves greater risk than investing in securities of issuers in the United States. The Argentine securities market is substantially smaller, less liquid, more concentrated and can be more volatile than major securities markets in the United States, and is not as highly regulated or supervised as some of these other markets. There is also significantly greater concentration in the Argentine securities market than in major securities markets in the United States. As of December 31, 2015, the ten largest Argentine companies in terms of market capitalization represented approximately 90% of the aggregate market capitalization of the MERVAL. Accordingly, although you are entitled to withdraw the Class B shares underlying the ADSs from the depositary at any time, your ability to sell such shares at a price and time at which you wish to do so may be substantially limited. Furthermore, new capital controls imposed by the Central Bank could have the effect of further impairing the liquidity of the MERVAL by making it unattractive for non-Argentines to buy shares in the secondary market in Argentina. See "Exchange Controls."

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Substantial sales of our Class B shares or the ADSs after the global offering could cause the price of the Class B shares or of the ADSs to decrease.

        After the global offering, the existing shareholders will continue to hold a large number of shares. We, our directors, the existing shareholders (severally with respect to shares owned by each of them) and the members of senior management listed in "Management and Corporate Governance—Officers" and "Management and Corporate Governance—Banco Supervielle S.A.'s Senior Management," have agreed with the international underwriters, subject to certain exceptions, not to offer, sell, contract to sell or otherwise dispose of or hedge our shares of capital stock or ADSs or securities convertible into or exercisable or exchangeable for shares of capital stock or ADSs during the 180-day period following the date of this prospectus without the prior written consent of the representatives. See "Underwriting." After these lock-up agreements expire, they will be able to sell their securities in the public market. The market price of our Class B shares or the ADSs could drop significantly if they sell our Class B shares or the ADSs or the market perceives that they intend to sell them.

You will experience immediate and substantial dilution in the book value of the Class B shares or the ADSs you purchase in this offering.

        Because the offer price of the Class B shares and the ADSs being sold in the global offering will be substantially higher than the net tangible book value per share, you will experience immediate and substantial dilution in the book value of these shares. Net tangible book value represents the amount of our total assets less intangible assets and goodwill, minus our total liabilities. As a result, at the offer price of US$2.20 per Class B share or US$11.00 per ADS (the price on the cover of this prospectus), you will incur immediate dilution of US$1.15 per Class B share or US$5.73 per ADS you purchase in this offering, assuming the international underwriters have not exercised the option to purchase additional shares. If the international underwriters exercise the option to purchase additional shares in full from us, you will incur an additional immediate dilution of US$1.09 per Class B share or US$5.45 per ADS.

Our shareholders may be subject to liability for certain votes of their securities.

        Our shareholders are not liable for our obligations. Instead, shareholders are generally liable only for the payment of the shares they subscribe. However, shareholders who have a conflict of interest with us and who do not abstain from voting may be held liable for damages to us, but only if the transaction would not have been approved without such shareholders' votes. Furthermore, shareholders who willfully or negligently vote in favor of a resolution that is subsequently declared void by a court as contrary to Argentine Corporate Law or our bylaws may be held jointly and severally liable for damages to us or to other third parties, including other shareholders.

We will have broad discretion in the use of proceeds from this offering and may use them in ways that may not enhance our operating results or the price of the ADSs.

        We will have broad discretion over the use of proceeds from this offering. You may not agree with our decisions, and our use of the proceeds may not yield a favorable return, if any, on your investment. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. If we do not invest or apply the proceeds of this offering in ways that improve our operating results, we may fail to achieve expected financial results, which could cause the price of the ADSs to decline. See "Use of Proceeds."

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USE OF PROCEEDS

        We estimate that our net proceeds from the sale of Class B shares in the global offering, assuming the placement of all shares offered and no exercise of the international underwriters' option to purchase additional shares, will be approximately US$200 million, after deducting estimated underwriting fees and transaction expenses payable by us, based on an offering price per Class B share of US$2.20 and per ADS of US$11.00, the price set forth in the cover of this prospectus.

        We will not receive any proceeds from the sale of Class B shares by the selling shareholder.

        We intend to use the net proceeds from the global offering for the following purposes:

    (i)
    primarily to increase the volume of assets and loans of our subsidiaries to sustain our expansion process and strengthen our position within the Argentine financial system. For example, to the extent opportunities to increase our assets and loans through acquisitions in the Argentine banking, asset management or insurance sectors arise, we may apply a portion of the net proceeds to harness those opportunities, although as of the date of this prospectus we have no current plans, arrangements or understandings to make any material acquisition; and

    (ii)
    we intend to retain up to US$40.0 million at the holding company level to redeem or cancel at maturity each series of our outstanding notes due on or prior to January 28, 2017 issued by Grupo Supervielle in the Argentine capital markets, which have the interest rates described in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Funding—Financings—Grupo Supervielle—Global Corporate Notes."

        The foregoing represents our current intentions with respect to the use and allocation of the net proceeds of this offering based on our present plans and business condition. The amounts and timing of any expenditure may vary depending on the amount of cash generated by our operations, competitive developments, our rate of growth and inorganic growth opportunities, if any, of our business. Therefore, as of the date of this prospectus, we cannot estimate the amounts or timing in respect of any of the purposes for the use of proceeds listed above.

        Pending the use of the net proceeds of this offering as described above, we may invest the net proceeds of this offering in Central Bank notes.

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FORWARD-LOOKING STATEMENTS

        This prospectus contains estimates and forward-looking statements, principally in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Business". We have based these forward-looking statements largely on our current beliefs, expectations and projections about future courses of action, events and financial trends affecting our business. Many important factors, in addition to those discussed elsewhere in this prospectus, could cause our actual results to differ substantially from those anticipated in our forward-looking statements, including, among other things:

    (i)
    changes in general economic, financial, business, political, legal, social or other conditions in Argentina or elsewhere in Latin America or changes in either developed or emerging markets;

    (ii)
    changes in capital markets in general that may affect policies or attitudes toward lending to or investing in Argentina or Argentine companies, including expected or unexpected turbulence or volatility in domestic and international financial markets;

    (iii)
    changes in regional, national and international business and economic conditions, including inflation;

    (iv)
    changes in interest rates and the cost of deposits, which may, among other things, affect margins;

    (v)
    unanticipated increases in financing or other costs or the inability to obtain additional debt or equity financing on attractive terms, which may limit our ability to fund existing operations and to finance new activities;

    (vi)
    changes in government regulation, including tax and banking regulations;

    (vii)
    adverse legal or regulatory disputes or proceedings;

    (viii)
    the interpretation by judicial courts of the new Argentine Civil and Commercial Code;

    (ix)
    credit and other risks of lending, such as increases in defaults by borrowers;

    (x)
    fluctuations and declines in the value of Argentine public debt;

    (xi)
    increased competition in the banking, financial services, credit card services, asset management and related industries;

    (xii)
    a loss of market share by any of our main businesses;

    (xiii)
    increase in the allowances for loan losses;

    (xiv)
    technological changes or an inability to implement new technologies, changes in consumer spending and saving habits;

    (xv)
    ability to implement our business strategy;

    (xvi)
    fluctuations in the exchange rate of the Peso; and

    (xvii)
    other factors discussed under "Risk Factors" in this prospectus.

        The words "believe," "may," "will," "aim," "estimate," "continue," "anticipate," "intend," "expect," "forecast" and similar words are intended to identify forward-looking statements. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Forward-looking statements speak only as of the date they were made, and we do not undertake any obligation to update publicly or to revise any forward-looking statements after we distribute this prospectus because

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of new information, future events or other factors, except as required by applicable law. In light of the risks and uncertainties described above, the forward-looking events and circumstances discussed in this prospectus might not occur and do not constitute guarantees of future performance. Because of these uncertainties, you should not make any investment decisions based on these estimates and forward-looking statements.


ARGENTINE ECONOMY AND FINANCIAL SYSTEM

Introduction

        Beginning in December 2001 and for most of 2002, Argentina experienced one of the most severe crises in its history which nearly left its economy at a standstill and deeply affected its financial sector. Between 2004 and 2009, the Argentine economy and the financial sector recovered considerably. Since 2009, the Argentine economy has shown increased volatility, with years of practically no growth (2009, 2012 and 2014), and years of strong (2010 and 2011) or slow (2013) growth.

        The table below includes certain economic indicators in Argentina for the years indicated:

 
  December 31,  
 
  2004   2005   2006   2007   2008   2009   2010   2011   2012   2013   2014   2015  

GDP real growth (%)

    8.9     9.2     8.4     8.0     3.1     0.1     9.5     8.4     0.8     2.9     0.5     2.1  

Primary fiscal balance (excludes interest) (as a % of GDP)

    3.2     3.0     2.9     2.5     2.5     1.2     1.4     0.2     (0.2 )   (0.7 )   (0.9 )   n/a  

Total public debt (as a % of GDP)

    106.4     60.7     51.8     44.4     39.2     39.6     36.1     33.3     35.1     38.8     43.0     n/a  

Trade balance (in million US$)

    12,130     11,700     12,393     11,273     12,557     16,886     11,382     9,020     12,008     1,521     3,106     (3,035 )

Total deposits (as a % of GDP)

    13.4     13.4     13.0     12.4     11.9     11.9     11.5     12.0     12.5     13.8     13.3     n/a  

Loans to the private sector (as a % of GDP)

    6.4     7.0     7.9     8.7     9.4     9.5     8.9     10.3     11.7     12.5     12.1     n/a  

Unemployment rate-end of period—(%)

    12.1     10.1     8.7     7.5     7.3     8.4     7.3     6.7     6.9     6.4     6.9     5.9 *

Inflation in consumer prices—Dec./Dec.—CPI INDEC (%)

    6.1     12.3     9.8     8.5     7.2     7.7     10.9     9.5     10.8     10.9     23.9     26.9 (1)

Average nominal exchange rate (in Ps. Per US$)

    2.94     2.92     3.07     3.12     3.16     3.73     3.91     4.13     4.55     5.48     8.12     9.27  


Source:
INDEC, Central Bank and City of Buenos Aires.

(1)
Based on most recent publicly available information published by the City of Buenos Aires. See "Risk Factors—If the high levels of inflation continue, the Argentine economy and our financial position and business could be adversely affected."

*
As of September 30, 2015.

    n/a means not available.

The Argentine Economy

        In 2003, the Argentine economy began showing signs of recovery. GDP grew 8.9% in 2004, 9.2% in 2005, 8.4% in 2006 and 8.0% in 2007 according to INDEC reports. The reported rate of inflation was 6.1% in 2004, 12.2% in 2005, 9.8% in 2006 and 8.5% in 2007.

        After growing at an average annual rate of 8.8% from 2003 to 2007, during 2008 and 2009, external and internal factors contributed to a decrease in the rate of Argentina's economic growth. According to INDEC, in 2008 GDP grew by 3.1%, in real terms, although the last quarter showed a strong deterioration in the level of activity. Influenced by the aftermath of the global economic downturn, the economy contracted during the first nine months of 2009 but recovered in the last quarter, with GDP growing by 0.1%, the lowest recorded growth rate since 2002. According to INDEC, the rate of inflation was 7.2% in 2008 and 7.7% in 2009. Certain estimates of inflation prepared by provincial governments significantly exceeded the rates published by INDEC. Average inflation in the 11 provinces that publish independent inflation data for that period was 19.1% and 14.2% for 2008 and 2009, respectively.

        In 2010, Argentina's economy indirectly benefited from the measures adopted by industrialized countries to address the global economic downturn. Real GDP grew at a 9.5% annual rate, according to INDEC. This was largely attributable to increases in private consumption and exports and the performance of the farming and manufacturing industries. While the economy improved, price levels,

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mainly of staples, also increased. According to INDEC, the rate of inflation was 10.9% in 2010. Average inflation reported by 11 provinces that published independent inflation data was 23.8% for the same period.

        In 2011, Argentina's GDP increased 8.4% when compared to 2010, primarily as a result of an increase in private consumption. Strong growth in domestic demand continued putting pressure on inflation. According to INDEC, Argentina recorded 9.5% inflation in 2011, slightly lower than 2010. Eleven provinces in Argentina, however, recorded much higher levels of inflation than that calculated by INDEC, on average reporting inflation in 2011 at 20%.

        In 2012, the Argentine economy grew only slightly at 0.8% according to INDEC, as domestic investment contracted primarily as a result of a decrease in construction and capital goods imports. In 2013, the Argentine economy grew by 2.9% according to INDEC. In 2014, the Argentine economy again grew only slightly at 0.5% according to INDEC. In December 2015, the Macri administration stopped publishing macroeconomic information in connection with an effort to improve INDEC's technical and administrative structure and to restore its credibility. On March 30, 2016, INDEC published preliminary GDP information for 2015, according to which GDP grew by 2.1% in 2015.

        In addition, according to INDEC, Argentina recorded inflation levels in 2013 and 2014 of 10.9% and 23.9%, respectively, and 11.9% in the ten-month period ended October 31, 2015. However, private sector estimates in Argentina reported higher levels of inflation than those calculated by INDEC. On January 8, 2016, Decree No. 55/2016 was issued by the Argentine government declaring a state of administrative emergency on the national statistical system and on the official agency in charge of the system, the INDEC, until December 31, 2016. Following the declared emergency, the INDEC has ceased publishing statistical data until a rearrangement of its technical and administrative structure is finalized. During the implementation of these reforms, however, INDEC will use official CPI figures and other statistics published by the Province of San Luis and the City of Buenos Aires. Despite these expected reforms, there is uncertainty as to whether official data will be sufficiently corrected and within what time period such data will be corrected, and what effect these reforms will have on the Argentine economy. According to the most recent publicly available information based on data from the City of Buenos Aires, CPI grew 26.6% in 2013, 38.0% in 2014 and 26.9% in 2015.

        The following graph compares Argentine GDP growth to other Latin American countries:


Comparative Real GDP Growth Rate Evolution

GRAPHIC


Source: INDEC, International Monetary Fund, World Economic Outlook Database

        Since 2004, Argentina's external public indebtedness has decreased significantly as a percentage of GDP, from 62.1% in 2004 to 41.8% as of June 30, 2015. In recent years, external public indebtedness as

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a percentage of GDP has increased from 11.6% in 2013 to 13.0% in 2014 and 12.0% as of June 30, 2015.

        The following graph shows the evolution of external public indebtedness as a percentage of GDP:


Evolution of National External Debt (% of GDP)

GRAPHIC


Source: Ministerio de Economía y Finanzas Públicas (MECON)

        The following graph shows the evolution of external public indebtedness as a percentage of GDP, compared to that of other Latin American countries:


Comparative External Debt as % of GDP (main Latin American countries)

GRAPHIC


Source: IDB, MECON

        Based on the Emerging Bond Index plus (EMBI+) benchmark index, Argentina country risk profile has improved significantly since 2004, from 4,704 in 2004 to 478 in 2015. However, compared to many other Latin American countries, Argentina's risk profile remains relatively high.

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        The following graph shows the country risk evolution in terms of EMBI+ for Argentina and several comparable Latin American countries:


Country Risk Evolution (EMBI +)

GRAPHIC


Source: Reuters

        Argentina's GDP per capita measured in U.S. dollars increased practically threefold between 2004 (US$4,760) and 2013 (US$ 14,546). However, since 2013 GDP per capita decreased to US$12,548 in 2014.

        The following graph compares GDP per capita in terms of U.S. dollars to that of other Latin American countries:


GDP per Capita (in US$)

GRAPHIC


Source: IDB

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        The unemployment rate has also improved significantly since 2004, decreasing from 12.1% in 2004 to 5.9% in September 2015, although on average it has remained relatively constant since 2012.

        The following graph compares the Argentine unemployment rate to that of other Latin American countries:


Unemployment rate

GRAPHIC


Source: IDB, INDEC

The Financial System

2001-2002 Argentine Crisis and its Evolution

        During the last three months of 2001 through the first six months of 2002, Argentina suffered a severe economic recession. Beginning in the second half of 2001, depositors began to withdraw their bank deposits, leading to accelerated capital outflow, which had a material impact on the financial system. By late 2001, the capital flight totaled US$14.0 billion, and approximately 20.0% of the Argentine government's budget was allocated to servicing Argentina's public debt. The financial needs of the Argentine government resulted in increased public sector exposure on banks' balance sheets.

        As a final effort to stop this capital flight, in December 2001, the Argentine government imposed strict personal limits (both in terms of frequency and amount) on bank withdrawals (known as the "corralito"). This action prompted depositors to seek a way to transfer the funds from long-term deposits to short-term deposits, in an effort to avoid the restrictions.

        The economic crisis caused massive social unrest and political crises which ended with the resignation of President Fernando de la Rúa and the appointment of Eduardo Duhalde as president in January 2002 after several interim presidents took office and resigned.

        As a result of the crisis, the Central Bank's international reserves fell by 49.1% between June 2001 and February 2002, and it was forced to provide US$5.5 billion of liquidity assistance to the financial sector between mid-2001 and December 2002.

The Argentine Government's Response to the Crisis and its Impact on the Financial System

        In response to the political and economic crisis, the Argentine government undertook a number of initiatives that radically changed the monetary and foreign exchange regime as well as its regulatory and legal framework. These measures included: suspension of payments on a significant portion of its public debt, approval of the Public Emergency Law in 2002 (which has since been amended and remains in effect through December 31, 2015), and the end of the convertibility regime (which has provided for Peso/U.S. dollar parity for practically a decade). The Peso devalued rapidly by 73.8% (as

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of June 2002 the exchange rate was Ps.3.81 per US dollar) and, at the same time, wholesale price inflation reached a rate of 118.0% and consumer prices rose 40.9%.

        To prevent further decapitalization of the financial system, the Argentine government imposed stronger restrictions on bank withdrawals and froze and rescheduled time deposits and ordered banks to issue Rescheduled Deposit Certificates ("CEDROS") to compensate depositors affected by these measures. The Argentine government also decreed the conversion of dollar-denominated deposits and obligations into Pesos, in a process known as "pesification". Pursuant to this policy of pesification, obligations and U.S. dollar-denominated deposits were converted into Pesos at different exchange rates (also known as "asymmetric pesification").

        As a consequence of asymmetric pesification, foreign currency-denominated obligations were converted into Pesos at a rate of Ps.1.00 to US$1.00 and were also made subject to adjustment by the Salary Variation Coefficient (the "Coeficiente de Estabilización de Referencia" or "CER") or, depending on the type of loan granted (i.e., mortgages, personal loans and other similar loans in amounts of less than Ps.100,000) by the Salary Variation Coefficient (the "Coeficiente de Variación Salarial" or "CVS"). Foreign currency-denominated deposits, however, were converted into Peso denominated deposits at an exchange rate of Ps.1.40 per US$1.00, subject to CER indexation. The asymmetric pesification had material adverse effects on the composition of banks' balance sheets as banks' principal assets (loans) and liabilities (deposits) in foreign currency were converted into Pesos at different exchange rates.

        The Argentine government attempted to promptly remedy this situation through different offsetting mechanisms based on the issuance of two types of public bonds. One type of bond was used to compensate for losses linked to the asymmetric pesification, and the other type of bond was used to compensate for the consequences of creating a mismatch between a bank's U.S. dollar and Peso positions.

        One of the major consequences of the economic crisis for the financial system was the increase of the non-performing loan coefficient, which reached 38.6% in 2002, 195 basis points higher than the previous year. For this reason, the Argentine government temporarily suspended all proceedings for the enforcement of security interests with respect to loans, preventing creditors, including banks, from collecting on secured non-performing loans.

        A significant number of legal actions, mainly court injunctions ("Amparos"), were brought by individuals and corporations against financial institutions based on the claim that these actions infringed upon their constitutional rights. In a significant number of Amparos, the courts issued injunctions and ordered banks to fully or partially return deposits in U.S. dollars or in Pesos, at the currently prevailing free market exchange rate. On December 27, 2006 in the case entitled "Massa, Juan Agustín v. Argentine Executive Branch—Decree 1570/01 et al. on Amparo," the Argentine Supreme Court determined that financial institutions, including the Bank, must reimburse depositors the total amount in Pesos of the equivalent amount they held in U.S. dollars as of the pesification date. The judgment required the banks involved to indemnify depositors' legal claims in an amount in Pesos equal to the pesified deposits they would have had under the pesification rules. The formula first applied a monetary conversion rate of Ps.1.40 per U.S. dollar, then adjusted the inflation balance by applying CER and, finally, it added an additional 4% interest rate per annum to be applied retroactively to the date on which the pesification was implemented. The Argentine Supreme Court also confirmed the constitutionality of the Public Emergency Law that established the pesification of the Argentine economy due to the economic, financial and exchange emergency prevailing at the time of the crisis.

        The Argentine government also modified the Central Bank's charter so as to facilitate liquidity assistance by such organization to the financial sector. As a result, the Central Bank was authorized to provide Ps.18.9 billion of liquidity assistance to the financial system. Despite this assistance, 19 entities closed between December 2001 and December 2005.

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        Finally, in order to give the financial system time to recover from the crisis, the Central Bank passed rules that provided for the deferral of certain losses incurred and allowed banks to register most government bonds and public sector loans held by them as well as government bonds received by them as compensation for asymmetric pesification and foreign currency positions at higher than market rates.

The Path to Stabilization

        The Argentine economy began its path to stabilization in April 2002, mainly as a result of the trade balance surplus caused by the fall in import levels, the reactivation of national production and the substitution of imported products with national product production.

        At the same time, the Central Bank was able to absorb the excess liquidity generated by the assistance given to the financial system through the use of a new short-term financial instrument called "Letras del Banco Central" or "LEBACs." In addition, LEBACs were used to (i) reduce volatility in the Peso-U.S. dollar exchange rate, (ii) mitigate inflationary pressures, and (iii) gradually stabilize interest rates. Improvements in the economic situation, the decrease of capital flight and the decreasing systematic withdrawals on the banks led to the gradual lifting of the corralito restrictions.

        In May 2003, Néstor Kirchner was inaugurated as President and, during that year, the economy continued to show signs of recovery (GDP grew 8.8% that year and inflation was 3.7%), quasi-money securities (which amounted to Ps.7.0 billion) were withdrawn from circulation and restrictions on bank deposits were lifted. In the same year, the population began to restore its confidence in the financial system (deposits increased by 26.2% in nominal terms in 2003).

        This recovery also improved the profitability of the financial system, in part helped by Central Bank regulations which allowed banks to defer the losses arising from Amparos and to value government debt at full value. During this period, the Central Bank introduced a series of interest rate reductions causing annual rates on 180-day LEBACs to plunge from 46.0% to 3.7%. In a market characterized by high liquidity and with little demand for credit, banks were driven to cut interest rates on time deposits from 21.3% at the end of 2002 to 3.6% at the end of 2003.

Growth Consolidation

        In the post-crisis years, the Argentine economy continued to grow. Deposits continued to increase in 2004, growing to approximately Ps.22.0 billion (representing a 23.3% increase) in such year. There was also a resurgence of time deposits fueled by institutional investor placements (of more than Ps.1.0 million), which grew by 54.7% (Ps.7.5 billion) and, more specifically, CER-adjusted deposits, used for the most part by institutional investors, which reached Ps.7.4 billion at the end of 2005. Due to this increase, the Central Bank extended the minimum term of CER-adjusted deposits from 180 to 365 days.

        At the same time, the non-financial private sector loan volume reversed its downward trend, and total nominal loans to the private sector began to show a positive trend with an increase of 22.9% (Ps.7.7 billion) in 2004. This was mainly due to the active participation of domestic private banks in commercial credit (through overdrafts, documents and leasing) and consumer loans (through personal loans and credit cards). This growth in non-financial private sector loans accelerated in 2005, reaching 9.6% of the GDP, with a growth of 36.1% in 2005 (Ps.14.8 billion), 10.5% of the GDP in 2006 with a growth of 39.3% (Ps.21.9 billion) and 11.4% of GDP in 2007 with a growth of 41.8% (Ps.32.1 billion).

        Public sector exposure on the balance sheets of banks, representing over 48.9% of assets in the financial system at its highest point, declined to 16.3% by the end of 2007. This decrease is explained, to a great extent, by the gradual marking-to-market of public sector securities and loans, as well as the increase in the private sector loan portfolio.

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The Argentine Financial System from 2008 to 2010

        According to the Central Bank, total deposits grew by approximately Ps.30.7 billion (representing a 14.9% increase) in 2008 and by Ps.35.6 billion (representing a 15.1% increase) in 2009. Loans to the non-financial private sector increased by Ps.22.5 billion (representing a 20.4% increase) in 2008 and by Ps.12.4 billion (representing a 9.3% increase) in 2009.

        According to the Central Bank, total deposits increased by Ps.104.5 billion (representing a 38.4% increase) in 2010 mainly driven by a 67.7% increase in public sector deposits. Non-financial private sector deposits grew approximately by Ps.58.3 billion (representing a 29.3% increase). During 2010, loans to the non-financial private sector increased to Ps.54.0 billion (representing a 37.1% increase). The amount of total loans grew across almost all credit categories, including: promissory notes (63.5%), credit cards (46.5%), automobile and other secured loans (34.3%), personal loans (32.1%), overdrafts (23.7%), mortgages (14.2%) and foreign currency loans, primarily for export financing (42.8%).

        During 2010, financial intermediation activity recovered significantly. Private sector credit growth continued accompanied by reductions in delinquency levels. According to the Central Bank, the ratio of non-performing loans demonstrated a downward trend throughout 2010, ending at 2.1% of the portfolio, 140 basis points lower than in late 2009 and the lowest level in the past 15 years. Delinquency reductions were widespread across all credit lines and all types of entities.

        According to the Central Bank, results for the financial system improved in 2010 with ROAA reaching 2.8%, 50 basis points higher than in 2009 and the highest since 1996. Similarly, ROAE reached 22.6% compared to 19.2% in 2009. The interest spread (or financial margin) stood at 8.6% of assets, while net services fee income remained stable compared to 2009, totaling 3.8% of assets.

The Argentine Financial System from 2011 to 2015

        According to the Central Bank, total deposits increased by Ps.133.2 billion in 2012, representing a 28.8% increase from 2011. Public sector deposits increased by Ps.33.8 billion in 2012, representing a 26.0% increase from 2011. Non-financial private sector deposits increased by Ps.99.4 billion in 2012, representing a 30.3% increase from 2011, primarily driven by a Ps.112.1 billion increase, or a 41.2% increase, in Peso deposits. Further, in 2012, foreign currency deposits declined by Ps.8.5 billion or 14.8%. In terms of Peso deposits, the most significant were time deposits, which increased by Ps.55.0 billion or 49.6% from 2011. Checking accounts increased by Ps.26.4 billion or 34.4% from 2011 and savings accounts increased by Ps.27.6 billion or 37.5% from 2011.

        Total loans increased by Ps.101.6 billion in 2012, representing a 30.6% increase from 2011. Non-financial private sector loans increased by Ps.92.0 billion or 31.5% from 2011. This increase was mainly due to an increase in loans denominated in Pesos, which grew by Ps.102.5 billion or 41.6% from 2011, while foreign currency loans decreased by Ps.13.6 billion or 33.8%. The total amount of Peso loans increased in almost every category. With respect to loans to businesses, overdrafts increased by Ps.15.8 billion or 53.8% and secured loans increased by Ps.28.3 billion or 52.7%. With respect to consumer credit, credit card loans increased by Ps.18.1 billion or 42.1% and personal loans grew by Ps.16.6 billion or 28.4%. Finally, mortgages and pledge loans registered an increase of Ps.8.0 billion or 29.2% and Ps.5.8 billion or 35.0, respectively.

        In 2013, the Central Bank reported that total deposits increased by Ps.156.7 billion in 2013, representing a 26.3% increase from 2012. Public sector deposits increased by Ps.38.7 billion, representing a 23.7% increase from 2012. Non-financial private sector deposits increased by Ps.116.5 billion in 2013, representing a 27.2% increase from 2012, primarily driven by a Ps.111.8 billion increase, or a 29.1% increase, in Peso deposits. Further, in 2013, foreign currency deposits increased by Ps.6.9 billion or 14.1%. In terms of Peso deposits, the most significant were time deposits, which

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increased by Ps.54.6 billion or 32.9% from 2012. Checking accounts increased by Ps.22.0 billion or 21.4% from 2012 and savings accounts increased by Ps.31.3 billion or 31.0% from 2012.

        Total loans also increased by Ps.129.4 billion in 2013, representing a 29.8% increase from 2012. Non-financial private sector loans increased by Ps.118.2 billion or 30.8% from 2012. This increase was mainly due to an increase in loans denominated in Pesos, which grew by Ps.119.9 billion or 34.3% from 2012, while foreign currency loans declined by Ps.3.1 billion or 11.7% from 2012. The total amount of Peso loans increased in almost every category. With respect to loans to businesses, overdrafts increased by Ps.7.6 billion or 16.8% and secured loans increased by Ps.35.0 billion or 42.7%. With respect to consumer credit, credit card loans increased by Ps.27.3 billion or 44.8% and personal loans grew by Ps.23.7 billion or 31.5%. Finally, mortgages and pledge loans registered an increase of Ps.8.6 billion or 24.2% and Ps.9.3 billion or 41.4%, respectively.

        In 2014, total deposits increased by Ps.227.0 billion, representing a 30.2% increase from 2013, as reported by the Central Bank. Public sector deposits increased by Ps.53.5 billion in 2014, representing a 26.4% increase from 2013. Non-financial private sector deposits increased by Ps.170.6 billion in 2014, representing a 31.3% increase from 2013, primarily driven by a Ps.152.2 billion increase, or a 30.7% increase, in Peso deposits. Further, in 2014, foreign currency deposits increased by Ps.0.5 billion or 5.8%. In terms of Peso deposits, the most significant were savings accounts, registering a Ps.43.2 billion or 32.6% increase from 2013, followed by checking accounts, which increased by Ps.41.4 billion or 33.0% from 2013. Moreover, time deposits increased by Ps.62.6 billion or 28.4% from 2013.

        The Central Bank reported that total loans increased by Ps.102.9 billion in 2014, representing an 18.3% increase from 2013. Non-financial private sector loans increased by Ps.102.2 billion or 20.4% from 2013. This increase was mainly due to an increase in loans denominated in Pesos, which grew by Ps.94.8 billion or 20.2% from 2013, while foreign currency loans increased by Ps.4.9 billion or 20.8%. The total amount of Peso loans increased in almost every category. With respect to loans to businesses, overdrafts increased by Ps.12.1 billion or 23.0% and secured loans increased by Ps.21.2 billion or 18.1%. With respect to consumer credit, credit card loans increased by Ps.33.0 billion or 37.3% and personal loans grew by Ps.19.0 billion or 19.2%. Finally, mortgages and pledge loans registered an increase of Ps.4.0 billion or 9.1% and Ps.1.1 billion or 3.4%, respectively.

        In 2015, total deposits increased by Ps.375.0 billion, representing a 38.3% increase from 2014, as reported by the Central Bank. Public sector deposits increased by Ps.33.6 billion in 2015, representing a 13.1% increase from 2014. Non-financial private sector deposits increased by Ps.337.3 billion in 2015, representing a 47.2% increase from 2014, primarily driven by a Ps.263.5 billion increase, or a 40.7% increase in Peso deposits. Further, in 2015, foreign currency deposits increased by Ps.78.8 billion or 101.8%. In terms of Peso deposits, the most significant were time deposits, which increased by Ps.159.0 billion or 56.1% from 2014, followed by savings accounts, registering a Ps.57.7 billion increase or 32.8% increase from 2014, and checking accounts, which increased by Ps.42.0 billion or 25.2% from 2014.

        The Central Bank reported that total loans increased by Ps.245.6 billion in 2015, representing a 36.9% increase from 2014. Non-financial private sector loans increased by Ps.223.9 billion or 37.1% from 2014. This increase was mainly due to an increase in loans denominated in Pesos, which grew by Ps.208.5 billion or 37.0% from 2014, while foreign currency loans increased by Ps.10.5 billion or 37.0%. The total amount of Peso loans increased in almost every category. With respect to loans to businesses, overdrafts increased by Ps.21.9 billion or 33.7% and secured loans increased by Ps.54.6 billion or 39.5%. With respect to consumer credit, credit card loans increased by Ps.65.7 billion or 54.2% and personal loans grew by Ps.44.0 billion or 37.4%. Finally, mortgages and pledge loans each registered an increase of Ps.7.4 billion, representing an increase of 15.4% and 22.6%, respectively.

        In 2011, financial intermediation activity continued to increase. At the same time, the financial system experienced an additional reduction in delinquencies. According to the Central Bank, the

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percentage of non-performing loans in the private sector decreased to 1.4% of the total debt portfolio at December 2011, which was at the lowest level in 11 years. The reduction was widespread across all credit lines and categories of borrowing. The low default trend continued in 2012, although it increased slightly from 1.4% to 1.7%, still remaining at historically low levels. In 2013, the default rate remained constant at 1.7%, in 2014 increased to 2.0% and in 2015 decreased to 1.7%.

        According to the Central Bank, ROAA was 4.1% in 2015, 4.1% in 2014, 3.4% in 2013, 2.9% in 2012 and 2.7% in 2011; and ROAE for the financial system was 32.4% in 2015, 32.7% in 2014, 29.5% in 2013, 25.7% in 2012 and 25.3% in 2011. Further, the Central Bank indicated that the interest rate margin increased to 11.8% and 11.7% of assets in 2015 and 2014, respectively. Net income from services represented 4.2% of assets in 2015 compared to 4.3% in 2014, 4.3% in 2013, 4.2% in 2012 and 3.9% in 2011. Loan loss provisions resulting from the increase in private loan delinquencies totaled 0.9% of assets in 2015, compared to 1.0% of assets in 2014, 1.1% in 2013, 0.9% in 2012 and 0.7% in 2011.

        According to the Central Bank and INDEC, loans to the private sector, as a percentage of GDP, were 12.1% as of December 31, 2014. Loans to the private sector as a percentage of GDP were 53.3% for Brazil, 75.9% for Chile, 43.6% for Colombia, 31.4% for Peru, 25.0% for Uruguay and 17.9% for Mexico as of December 31, 2014 according to the IDB. We believe Argentina's ratio demonstrates an opportunity for credit expansion.

Argentine Financial System Statistics from 2004 to 2015

        The following table shows the 2004 to 2015 evolution of major balance sheet items for the financial system:

 
  December 31,  
 
  2004   2005   2006   2007   2008   2009   2010   2011   2012   2013   2014   2015  
 
  (in millions of Pesos)
 

Assets

    212,562     221,962     258,384     297,963     346,762     387,381     510,304     628,381     790,026     1,004,775     1,340,548     1,846,097  

Liabilities

    188,683     195,044     225,369     261,143     305,382     339,047     452,752     558,264     699,205     883,086     1,172,335     1,619,218  

Shareholders' equity

    23,879     26,918     33,014     36,819     41,380     48,335     57,552     70,117     90,820     121,689     168,213     226,878  

Capital, contributions, reserves

    43,770     37,440     36,859     37,930     38,571     39,538     41,204     44,587     59,395     73,219     89,307     126,264  

Retained earning

    (19,891 )   (10,522 )   (3,845 )   (1,172 )   2,809     8,797     16,348     25,530     31,426     48,471     78,907     100,615  

Loans

    73,617     84,171     103,668     132,157     154,719     169,868     230,127     332,317     433,925     563,344     649,206     890,864  

Non-financial public sector

    30,866     25,836     20,874     16,772     17,083     20,570     25,907     31,346     39,951     48,438     51,470     70,666  

Financial sector

    1,697     2,450     4,962     5,030     4,793     4,052     5,018     9,263     10,299     13,049     10,729     13,262  

Non-financial private sector

    41,054     55,885     77,832     110,355     132,844     145,247     199,202     291,708     383,674     501,857     604,062     827,944  

Provisions

    (7,500 )   (4,930 )   (3,728 )   (4,089 )   (4,744 )   (5,824 )   (6,232 )   (7,173 )   (9,596 )   (13,117 )   (17,054 )   (21,007 )

Deposits

    116,655     136,492     170,898     205,550     236,217     271,853     376,344     462,517     595,764     752,422     979,388     1,354,391  

Non-financial public sector

    31,649     34,019     45,410     48,340     67,151     69,143     115,954     129,885     163,691     202,434     256,996     291,033  

Non-financial private sector

    83,000     100,809     123,431     155,048     166,378     199,278     257,595     328,463     427,857     544,331     720,645     1,061,702  

Source: Central Bank

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        The table below shows the evolution of the number of financial institutions in the system:

 
  December 31,  
 
  2004   2005   2006   2007   2008   2009   2010   2011   2012   2013   2014   2015  

Banks

    73     71     72     67     67     66     64     64     65     66     65     62  

Public banks

    14     13     12     12     12     12     12     12     12     12     12     13  

Private banks

    59     58     60     55     55     54     52     52     53     54     53     49  

Private argentine capital banks

    32     34     35     33     33     32     32     31     33     34     33     32  

Foreign capital domestic banks

    13     12     13     12     12     12     11     12     11     11     11     10  

Foreign financial institution branch banks

    12     11     11     9     9     9     9     9     9     9     9     7  

Financial companies

    16     16     16     16     15     15     14     14     14     15     15     15  

Credit unions

    2     2     2     2     2     2     2     2     2     1     1     1  

Total financial institutions

    91     89     90     85     84     83     80     80     81     82     81     78  

Source: Central Bank

        The graph below shows the evolution of loans and deposits growth in Argentina:


Loans and Deposits Growth (in Ps. MM)

GRAPHIC


Source: Central Bank

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        The graph below shows the evolution of private loans as a percentage of GDP compared to that of other Latin American countries:


Private Loans to GDP Penetration Benchmarking

GRAPHIC


Source: IDB

        The graph below shows the evolution of the private loans portfolio composition in Argentina:


Private Loans Portfolio Composition Evolution
(in Ps. thousands)

GRAPHIC


Source: Central Bank

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        The graph below shows the evolution of non-performing loan ratios in Argentina:


Loans Quality Evolution—Non financial private sector

GRAPHIC


Source: Central Bank

        The following graph shows the evolution of non-performing loans coverage, measured as allowances over non-performing loans:


Ratio of Non performing loans Coverage

GRAPHIC


Source: Central Bank

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        The following graphs show the evolution of ROAA and ROAE in Argentina:


ROAA

GRAPHIC


ROAE

GRAPHIC


Source: Central Bank

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        The following tables show market share of Argentine banks in terms of assets, loans and deposits as of December 31, 2015:

Market Share of Assets
   
 
Market Share of Loans
   
 

Banco de la Nación Argentina S.A. 

    25.5 %

Banco de la Nación Argentina S.A. 

    17.6 %

Banco Santander Río S.A.

    8.3 %

Banco de la Provincia de Buenos Aires

    9.6 %

Banco de Galicia y Buenos Aires S.A. 

    7.5 %

Banco Santander Río S.A.

    9.3 %

Banco de la Provincia de Buenos Aires

    7.4 %

Banco de Galicia y Buenos Aires S.A. 

    8.4 %

BBVA Banco Francés S.A. 

    5.9 %

Banco Macro S.A. 

    7.0 %

Banco Macro S.A. 

    5.6 %

BBVA Banco Francés S.A. 

    6.2 %

HSBC Bank Argentina S.A. 

    3.8 %

Banco de la Ciudad de Buenos Aires

    4.0 %

Credicoop Cooperativo Limitado

    3.4 %

HSBC Bank Argentina S.A. 

    3.7 %

Banco Patagonia S.A. 

    3.2 %

Banco Patagonia S.A. 

    3.5 %

Industrial and Commercial Bank of China (Argentina) S.A. 

    3.2 %

Industrial and Commercial Bank of China (Argentina) S.A. 

    3.3 %

Citibank N.A. 

    3.2 %

Credicoop Cooperativo Limitado

    3.2 %

Banco de la Ciudad de Buenos Aires

    3.1 %

Citibank N.A. 

    3.1 %

Banco Hipotecario S.A. 

    2.0 %

Banco Hipotecario S.A. 

    2.1 %

Banco Supervielle S.A.

    1.6 %

Banco de la Provincia de Córdoba S.A. 

    2.0 %

Banco de la Provincia de Córdoba S.A. 

    1.6 %

Banco Supervielle S.A.

    2.0 %

 

Market Share of Deposits
   
 

Banco de la Nación Argentina S.A. 

    27.5 %

Banco de la Provincia de Buenos Aires

    8.9 %

Banco Santander Río S.A. 

    8.2 %

Banco de Galicia y Buenos Aires S.A. 

    7.4 %

BBVA Banco Francés S.A. 

    5.7 %

Banco Macro S.A. 

    5.5 %

Credicoop Cooperativo Limitado

    4.0 %

HSBC Bank Argentina S.A. 

    3.7 %

Banco de la Ciudad de Buenos Aires

    3.3 %

Banco Patagonia S.A. 

    3.1 %

Industrial and Commercial Bank of China (Argentina) S.A. 

    2.7 %

Citibank N.A. 

    2.7 %

Banco Provincia de Córdoba S.A. 

    1.8 %

Banco Supervielle S.A. 

    1.7 %

Banco Hipotecario S.A. 

    1.5 %

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        With respect to the distribution network, as of December 31, 2015, the financial system had 4,463 branches, 1,715 customer service and collection centers and 19,667 ATMs, with coverage throughout Argentina. The table below shows the distribution of the network by jurisdiction as of December 31, 2015.

Jurisdiction
  Branches   Customer
Service and
Collection
Centers
  ATMs  

City of Buenos Aires

    810     321     4,061  

Buenos Aires

    1,373     653     6,137  

Catamarca

    25     5     115  

Córdoba

    445     160     1,663  

Corrientes

    95     24     258  

Chaco

    64     69     313  

Chubut

    99     15     299  

Entre Ríos

    141     23     589  

Formosa

    25     11     139  

Jujuy

    33     16     237  

La Pampa

    109     11     149  

La Rioja

    27     12     100  

Mendoza

    160     72     733  

Misiones

    63     12     345  

Neuquén

    99     31     289  

Río Negro

    72     19     348  

Salta

    63     28     429  

San Juan

    38     19     257  

San Luis

    52     22     216  

Santa Cruz

    47     7     205  

Santa Fe

    464     129     1,976  

Santiago del Estero

    54     11     224  

Tucumán

    82     38     461  

Tierra del Fuego

    23     7     124  

Total

    4,463     1,715     19,667  

Source: Central Bank

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EXCHANGE RATES

        From April 1, 1991 until the end of 2001, Law No. 23,928 (the "Convertibility Law") established a regime under which the Central Bank was obliged to sell U.S. dollars at a fixed rate of one Peso per U.S. dollar. On January 6, 2002, the Argentine Congress enacted Law No. 25,561 (as amended and supplemented, the "Public Emergency Law"), formally ending the regime of the Convertibility Law, abandoning over ten years of U.S. dollar-Peso parity and eliminating the requirement that the Central Bank's reserves in gold, foreign currency and foreign currency denominated debt be at all times equivalent to 100% of the monetary base.

        The Public Emergency Law, which has been extended on an annual basis as is in effect until December 31, 2015, granted the Argentine government the power to set the exchange rate between the Peso and foreign currencies and to issue regulations related to the foreign exchange market. Following a brief period during which the Argentine government established a temporary dual exchange rate system, pursuant to the Public Emergency Law, the Peso has been allowed to float freely against other currencies since February 2002, although the Central Bank has the power to intervene by buying and selling foreign currency for its own account, a practice in which it engages on a regular basis.

        After several years of moderate variations in the nominal exchange rate, in 2012 the Peso lost approximately 14% of its value with respect to the U.S. dollar. This was followed in 2013 and 2014 by a devaluation of the Peso with respect to the U.S. dollar that exceeded 30%, including a loss of approximately 24% in January 2014. In 2015, the Peso lost approximately 52% of its value with respect to the U.S. dollar, including a 10% devaluation from January 1, 2015 to September 30, 2015 and a 38% devaluation during the last quarter of the year, mainly concentrated after December 16, 2015.

        The following table sets forth the annual high, low, average and period-end exchange rates for the periods indicated, expressed in Pesos per U.S. dollar and not adjusted for inflation. There can be no assurance that the Peso will not depreciate or appreciate again in the future. The Federal Reserve Bank of New York does not report a noon buying rate for Pesos.

 
  Exchange Rates  
 
  High(1)   Low(1)   Average(1)(2)   Period-end(1)(3)  

2010

    3.9857     3.7942     3.9127     3.9758  

2011

    4.3035     3.9715     4.1302     4.3032  

2012

    4.9173     4.3048     4.5515     4.9173  

2013

    6.5180     4.9228     5.4789     6.5180  

2014

    8.5555     6.5430     8.1188     8.5520  

2015

    13.7633     8.5537     9.2689     13.0050  

November 2015

    9.6880     9.5540     9.6272     9.6880  

December 2015

    13.7633     9.6975     11.4278     13.0050  

2016

                         

January 2016

    13.9413     13.0692     13.6548     13.9040  

February 2016

    15.5842     14.0883     14.8146     15.5842  

March 2016

    15.9192     14.2458     14.9615     14.5817  

April 2016

    14.7792     14.1400     14.4092     14.2582  

May 2016(4)

    14.2617     14.1108     14.2003     14.1108  

(1)
Reference exchange rate published by the Central Bank.

(2)
Based on daily averages.

(3)
The exchange rate used in our financial statements.

(4)
Through May 18, 2016.

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EXCHANGE CONTROLS

        In January 2002, with the approval of the Public Emergency Law, Argentina declared a public emergency situation in its social, economic, administrative, financial and foreign exchange matters and authorized the Argentine Executive Branch to establish a system to determine the foreign exchange rate between the Peso and foreign currencies and to issue foreign exchange-related rules and regulations. Within this context, on February 8, 2002, through Decree No. 260/2002, the Argentine Executive Branch established (i) a single and free-floating foreign exchange market (hereinafter, "MULC" as per the initials in Spanish) through which all foreign exchange transactions in foreign currency must be conducted, and (ii) that foreign exchange transactions in foreign currency must be conducted at the foreign exchange rate to be freely agreed upon among contracting parties, subject to the requirements and regulations imposed by the Central Bank (please see below for a summary of the main regulations).

        On June 9, 2005, through Decree No. 616/2005, the Argentine Executive Branch mandated that (i) all inflows of funds into the local foreign exchange market arising from foreign debts incurred by residents, both individuals or legal entities in the Argentine private sector, except for those concerning foreign trade financing and primary issuances of debt securities admitted to public offering and listed in authorized markets; and (ii) all inflows of funds by non-residents channeled through the MULC and aimed at being held in local currency, acquiring all types of financial assets or liabilities in the financial or non-financial private sector (except for foreign direct investments and primary issuances of debt securities and shares admitted to public offering and listed in authorized markets), and investments in securities issued by the public sector and acquired in secondary markets, must meet the following requirements: (i) such inflows of funds may only be transferred outside the local foreign exchange market at the expiration of a term of 365 calendar days as from the date of settlement of such funds into Pesos; (ii) the proceeds of such inflows of funds must be credited to an account in the local banking system; (iii) a non-transferable and non-interest-bearing deposit for 30% of the amount of the transaction must be kept in Argentina for a period of 365 calendar days, in accordance with the terms and conditions set forth in the applicable regulations (the "Deposit"); and (iv) the Deposit is to be denominated in U.S. dollars and held in Argentine financial institutions and it may not be used to guarantee or as collateral of any type of credit transactions. The requirements of Decree 616/2005 were subsequently eased, as detailed below.

        Within this context and pursuant to Communication "A" 4359 as amended, the Central Bank issued regulations relating to the Deposit, which was required to be made as soon as foreign currency was transferred into Argentina through the MULC in certain cases, such as: (i) financial indebtedness incurred by the financial sector and by the private, non-financial sector, except for primary issuances of publicly traded and listed debt securities, (ii) primary issuance of shares by resident companies whose shares are neither registered for public offering nor listed in any authorized market, to the extent they do not qualify as "foreign direct investment" and (iii) portfolio investments by non-residents to be applied to holdings of local currency and financial assets and liabilities in the financial sector and in the private, non-financial sector, to the extent they do not relate to the primary issuance of publicly traded and listed debt securities or publicly traded and listed shares issued by resident companies. Subsequently, Resolution No. 365/2005 and No. 637/2005 issued by the Ministry of Economy, Public Finance and Production included additional transactions for which the Deposit was mandatory starting on June 29, 2005. However, exceptions established under Argentine Central Bank regulations reduced the number of situations in which this Deposit was required.

        On December 18, 2015, through Resolution No. 3/2015, the Ministry of Treasury and Public Finance amended Executive Decree No. 616/2005, reducing (i) the Deposit percentage to 0% and (ii) the required period that the proceeds of any new financial indebtedness incurred by residents, held by foreign creditors and transferred through the MULC must be kept in Argentina from 365 calendar days to 120 calendar days from the date of the transfer of the relevant amount.

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        The following is a description of the main aspects of Central Bank regulations concerning inflows and outflows of funds in Argentina.

Inflow of Capital

Capital

        New foreign financial indebtedness incurred by the private non-financial sector, the financial sector and Argentine local governments will not be subject to the requirement of having the proceeds from such indebtedness initially transferred and settled through the MULC. However, the settlement of funds through the MULC will be necessary for subsequent access to the MULC to repay principal and interest. Pursuant to Communication "A" 5850, if the funds are credited to foreign-currency denominated local accounts in Argentina, it will be necessary to demonstrate the settlement of such funds.

        Debt issuances by the private (financial and non-financial) sector denominated in foreign currency, with principal and interest services not solely payable in Pesos in Argentina are to be subscribed in foreign currency and the proceeds must be settled through the MULC. Until such settlement through the MULC, the proceeds must be deposited in local financial entities (Communication "A" 5265 as amended).

        Any new financial indebtedness channeled through the MULC and any debt renewal with foreign creditors incurred by Argentine residents from the financial sector and from the private, non-financial sector, must be agreed and maintained for terms of at least 120 calendar days as from the date of the inflow of the funds into Argentina, settlement of the funds or renewal of the debt, as applicable, and they may not be prepaid before the lapse of said term, irrespective of the manner of cancellation of the obligation to the foreign creditor and of whether said cancellation is effected with or without access to the MULC (Communication "A" 5265 and 5850, as amended).

        Exempted from the provisions described in the preceding paragraph are the primary issuances of publicly traded and listed securities.

Outflow of Capital

Payment of Services

        There are no restrictions on remittances abroad for payment of services rendered by non-residents, irrespective of the item (freights, insurance, royalties, technical assistance, fees, etc.) (Communication "A" 5264 and 5850, as amended). Access to the MULC for such payments requires the filing of documentation by residents evidencing the authenticity of the transaction related to the type of service rendered and the amount to be transferred abroad.

Payment of Profits (Interest, Earnings and Dividends)

        Access to the MULC is granted for payment of interest services in the private, non-financial sector and in the financial sector (Communication "A" 5264, as amended) in the following circumstances: (i) if applicable regulations allow the repayment of the debt corresponding to such interest service and if all general regulatory requirements related to principal repayment are met; (ii) if the settlement of the currency is made within 10 calendar days of the maturity date of each interest payment; and (iii) if the interest payment is for the unpaid amounts accrued from the date of settlement of the foreign currency originating the foreign indebtedness or within 48 hours from the date of disbursement of the funds abroad and until settlement thereof through the MULC(within 48 hours from disbursement).

        In addition, access to the MULC is permitted for remittances abroad to pay earnings and dividends insofar as they arise from closed and audited financial statements (Communication "A" 5377).

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        In order to proceed with remittances abroad for payment of interest on debt of all types, earnings and dividends, the entities involved must first verify that the debtor has complied with the reporting of (i) outstanding foreign indebtedness imposed under Communication "A" 3602 dated May 7, 2002 and (ii) direct investments pursuant to Communication "A" 4237 dated November 10, 2004, if applicable.

Financial Debts

        Payment of principal under foreign financial indebtedness incurred by Argentine residents in the financial sector and in the private, non-financial sector (except in the case of payment of primary issuances of publicly traded and listed debt securities) may only proceed after the expiration of a 120 calendar-day term as from the date of inflow of the loan proceeds into Argentina.

        In the case of foreign financial indebtedness settled through the MULC, as of December 17, 2015, debtors in the financial sector and in the private, non-financial sector will have access to the MULC at any time for prepayment of their foreign financial debt, provided that the minimum stay period has been complied with.

        Pursuant to Communication "A" 5890, in the case of foreign financial indebtedness settled through the MULC on or prior to December 16, 2015, access to the MULC for the prepayment of principal under foreign indebtedness incurred by Argentine residents of the private, non-financial sector, is allowed:

    (i)
    at any time within 10 business days prior to maturity, to the extent the applicable minimum stay-period has been complied with,

    (ii)
    with the necessary operational anticipation for the payment of principal installments, whose payment depends on the enforcement of specific contractual conditions,

    (iii)
    before such 10-business-days term prior to maturity, whether in whole or in part, if the payment is entirely financed with external funds destined to capital contributions to the extent the applicable minimum stay-period has been complied with, or

    (iv)
    before such 10-business-days term prior to maturity, whether in whole or in part, to the extent the applicable minimum stay-period has been complied with, and that the payment is entirely financed with new foreign debts settled through the MULC and/or through the issuance of bonds or other debt instruments that meet the conditions of being considered foreign debt issuance. Argentine companies that belong to the same economic group may use this benefit, provided that such condition is met at a consolidated level.

      Moreover, the access to the MULC before such 10-business-days term is allowed for the repurchase and/or prepayment of bonds or other securities in the case that the amount being paid exceeds the face value of the securities subject to the transaction, as long as such extra value reflects reasonable market conditions. This exception is also subject to the securities qualifying as foreign indebtedness pursuant to the Central Bank's regulations and being listed on a stock exchange.

      In all cases of prepayment of principal, the payment must be to the creditor or the payment agent of the obligation for its immediate payment to the lender. The obligation stops bearing interest for the prepaid portion as of the date of the payment to the lender (Communication "A" 5890).

      Finally, regarding access to the MULC for the payment of interest accrued on unpaid debts or debts canceled simultaneously with the payment of interest, the purchase of foreign currency in the MULC may be completed in a period not in excess of 10 business days prior to the due date of each installment of interest computed in arrears, excluding the possibility of calculating the amount of accrued interest.

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      In addition, pursuant to Communication "A" 5899, entities may grant residents access to the MULC to make principal and interest payments, without any funds inflows into Argentina, in respect of foreign financial debts arising from financings granted by a non-resident seller for direct investment assets and/or non-financial non-produced asset purchases within Argentina, provided that certain documentary and operational requirements are complied with.

Other Regulations

Sales of Foreign Currency to Non-residents

        Communication "A" 4662 (as subsequently amended by Communication "A" 5850 and 5899) published a restatement of, as well as newly-issued, regulations applicable to access to the MULC by non-residents (as per the definitions contained in the IMF's Balance of Payments Manual, fifth edition, chapter IV).

        In this respect, no prior Central Bank approval is required for any of the following transactions conducted by non-residents insofar as all the requirements imposed in each case have been met:

    (i)
    Purchase of foreign currencies for remittances abroad provided that the documentation prescribed by the previously mentioned regulations has been furnished, in the examples stated below, when transactions relate to, or pertain to collections in Argentina, of:

    1.1.
    Financial indebtedness originating in external loans of non-residents.

    1.2.
    Recovery of claims in local bankruptcy proceedings and collection of debts under reorganization proceedings to the extent that the non-resident client has been recognized as creditor by a final non-appealable decision of the court of such proceedings.

    1.3.
    Repatriations of direct investments in companies in the private, non-financial sector that do not control local financial institutions and/or real estate, provided that the foreign beneficiary is either a natural or legal entity residing or incorporated and established in, or the payment is performed, in domains, jurisdictions, territories or associated states that are considered "cooperators for the purposes of fiscal transparency" according to the provisions of section 1 of Decree 589/2013, as amended and supplemented (Communication "A" 5649) for the following purposes:

    1.3.1.
    Sale of the direct investment.

    1.3.2.
    Final liquidation of the direct investment.

    1.3.3.
    Capital reduction decided by the local company.

    1.3.4.
    Reimbursement of irrevocable contributions by the local company.

    1.4.
    Collections of services or sales proceeds of other portfolio investments (and their profits) provided that the foreign beneficiary is either a real or legal person residing in or incorporated and established in domains, jurisdictions, territories or associated states that are considered "cooperators for the purposes of fiscal transparency" according to the provisions of Art. 1 of Decree 589/2013, as amended and supplemented (Communication "A" 5649). These portfolio investment repatriations include, but are not limited to, portfolio investments in shares and ownership interests in local companies, investments in mutual funds and local trusts, purchases of portfolios of loans granted to residents by local banks, purchases of invoices and promissory notes for local business transactions, investments in local bonds issued in Pesos and in foreign currency payable locally, as well as purchases of other internal receivables. Non-residents will be allowed access to the MULC for the repatriation of their investment without any need to obtain the Central Bank's prior authorization, provided that the applicable minimum period of

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        120 calendar days from the date of the inflow of the funds into Argentina has been complied with. Pursuant to Communication "A" 5937, providing evidence of the inflow of the funds through the MULC and compliance with the minimum stay period will not be required when the investment is originated in funds collected in Argentina under a transaction pursuant to which the non-Argentine resident would have had access to the MULC for the repatriation of such funds at the time of collection.

      1.5.
      Indemnifications awarded by local courts in favor of non-residents.

      1.6.
      Payments of Argentine imports.

    (ii)
    purchases of foreign currency by (i) diplomatic and consular representatives and diplomatic staff authorized in the country, and (ii) representations from courts, authorities or departments, special missions, bilateral commissions or bodies established by international treaties or agreements, to which Argentina is a party, to the extent that such transfers are made in the exercise of their respective functions; and

    (iii)
    purchases of foreign currency by international organizations and institutions acting as official export credit agencies, as listed in Communication "A" 4662 (as amended and supplemented).

        The prior authorization of the Central Bank will not be required either when the purchase of foreign currency or foreign banknotes by a non-resident does not exceed the equivalent of US$2,500 per calendar month across all entities authorized to deal in foreign currency transactions.

Formation of Off-shore Assets by Residents

        On December 17, 2015, Communication "A" 5850 (as amended by Communication "A" 5899 dated February 4, 2016) established that resident individuals, legal entities from the private sector organized in Argentina and not authorized to deal in foreign exchange, certain trusts and other estates domiciled in Argentina, as well as Argentine local governments will be allowed access to the MULC without the prior authorization of the Central Bank with respect to the following types of transactions: real estate investments in a foreign country, loans extended to non-residents, direct investments abroad by residents, portfolio investments abroad by natural persons and legal entities, other investments by residents abroad, purchases of foreign currency banknotes in Argentina for holding purposes, purchases of traveler checks and certain donations, in each case provided that the following conditions are satisfied:

    (i)
    The total amount of the transactions may not exceed the equivalent of US$5.0 million in the calendar month across all entities authorized to perform foreign currency transactions (Communication "A" 5963);

    (ii)
    The entity must have received from the client a sworn statement indicating that the foreign exchange transaction to be conducted is in compliance with the limits established by applicable rules for the client's operations across all entities authorized to perform foreign currency transactions.

    (iii)
    In the case of purchases of foreign currency banknotes and foreign currency that exceed the equivalent of US$500 per calendar month across all entities authorized to perform foreign currency transactions, the transaction may only be made by means of a debit against a checking account created in an Argentine financial institution in the client's name, a transfer via MEP (Electronic Payment System) to the relevant entity from a client's checking account or payment by a check drawn against a client's own account.

    (iv)
    In the case of foreign currency sales to residents for the creation of portfolio investments abroad, the transfer must be made to an account under the name of the client performing the exchange transaction and created at a foreign bank, an investment bank or other foreign

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      institution that provides financial services and is controlled by a foreign bank. Such banks or entities must not have been organized in countries or jurisdictions considered non-cooperative for fiscal transparency purposes under section 1 of Executive Decree No. 589/13, as amended, or in countries or jurisdictions where the Recommendations of the Financial Action Task Force are not followed or sufficiently followed. Non-cooperative countries or jurisdictions will be designated as such by the Financial Action Task Force (www.fatf-gafi.org). The identification of the foreign entity where the client's account has been created and the account number must be recorded in the applicable exchange ticket.

        For purposes of calculation of the above-mentioned limits as of the date when a new transaction is performed, in the case of purchases in foreign currencies other than the U.S. dollar, the Peso amount settled for each transaction will be computed at the bank's reference exchange rate on the business day immediately preceding the day on which the transaction was performed.

        These rules do not preclude the enforcement of any other applicable rules for the prevention of money laundering, terrorism financing and other illicit activities.

        In addition, residents that perform sales of their own offshore assets through the MULC as from December 17, 2015 will not be subject to the limit established in item (i) above in order to exchange foreign currency for up to the amount of such sales' proceeds transferred into Argentina.

        Access to the MULC may also exceed the limit established in item (i) above if any received funds are simultaneously applied to the payment to residents for the purchase of real state within Argentina through a deposit or transfer to a local banking account denominated in foreign currency maintained by the seller.

        In addition, the requirement to register foreign exchange transactions in the AFIP's Exchange Transactions Consultation Program has been eliminated, which used to require all entities authorized to conduct operations related to foreign exchange to obtain prior approval by the Argentine tax authorities to execute any sale of foreign currency on behalf of their clients.

Capital Markets

        Securities-related transactions carried out through stock exchanges and authorized securities markets must be paid using any of the following mechanisms: (i) in Pesos; (ii) in foreign currency through electronic fund transfers from and to sight accounts in local financial institutions; and (iii) through wire transfers against foreign accounts. Under no circumstances is the settlement of these securities purchase and sale transactions to be made in foreign currency bills or through deposits in escrow accounts or in third-party accounts (Communication "A" 4308).

Report of Issuances of Securities and Other Foreign Indebtedness of the Private Financial and Non-financial Sector

        Pursuant to Communication "A" 3602 dated May 7, 2002, as amended, all individuals and legal entities in the private financial and non-financial sector must report their outstanding foreign indebtedness (whether Peso or foreign currency-denominated) at the end of each quarter. The debts incurred and repaid within the same calendar quarter need not be reported.

Direct Investments Report

        Communication "A" 4237 dated November 10, 2004 established reporting requirements in connection with direct investments made by local residents abroad and by non-residents in Argentina. Direct investments are defined as those that reflect the long-standing interest of a resident in one economy (direct investor) in another economy's resident entity, such as an ownership interest representing at least 10% of a company's capital stock or voting rights. The reporting requirements prescribed by this Communication "A" 4237 are to be met on a bi-annual basis.

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MARKET INFORMATION

Market Price of Our Shares

        Prior to this offering, there has been no public market for our Class B shares or the ADSs. We cannot assure you that an active trading market will develop for the ADSs or Class B shares, or that the ADSs or Class B shares will trade in the public market subsequent to the offering at or above the initial public offering price. Each ADS will represent five Class B shares. We expect the ADSs to trade on the NYSE under the symbol "SUPV" and the Class B shares to be listed on the MERVAL and the MAE under the symbol "SUPV."

Trading in the Argentine Securities Market

        The securities market in Argentina is comprised of 14 markets. Securities listed on these markets include, among others, corporate equity and bonds and government securities.

        MERVAL and the MAE are the principal markets in Argentina and are two of the largest markets in Latin America in terms of market capitalization. The MERVAL handles approximately 95% of all equity trading in Argentina.

        Although companies may list all of their capital stock on the MERVAL, in most cases the controlling shareholders retain the majority of a company's capital stock. This results in only a relatively small percentage of most companies' stock being available for active trading by the public on the MERVAL.

        In order to control price volatility, the MERVAL operates a system pursuant to which the negotiation of a particular stock or debt security is suspended for a 15-minute period when the price of the security registers a variation on its price between 10% and 15% and between 15% and 20%. Any additional 5% variation on the price of the security after that results in additional 10-minute successive suspension periods. MAE operates a similar system that suspends the negotiation of securities of a particular issuer for 30 minutes when the price of the debt security registers a 10% price variation against the closing price on the previous day. If after the 30-minute suspension the price of the debt security increases or decreases an additional 15% against the closing price on the previous day, the trading of the debt security is suspended for the rest of the day. Trading on the issuer's debt securities is resumed on the following day.

        In 2013, the shareholders of the MERVAL and the Buenos Aires Stock Exchange entered into a framework agreement to create Bolsas y Mercados Argentinos S.A. for the purposes of operating a stock market in accordance with the requirements of Law No. 26,831. The new entity will be formed by a spin-off of certain assets of the MERVAL relating to its stock market operations and the Buenos Aires Stock Exchange will make further capital contributions to such entity. In addition, request to the CNV has been made for authorization of a public offering of the shares of such entity. The MERVAL and the Buenos Aires Stock Exchange also entered into memoranda of understanding with Mercado de Valores de Cordoba S.A. to integrate the stock market of Córdoba into a federal stock market managed by Bolsas y Mercados Argentinos S.A., and with several brokers of the city of Santa Fe, Province of Santa Fe, for them to act within such federal market.

        As of the date of this prospectus, the required authorization from the CNV with respect to the spin-off mentioned above and the public offering of the shares of Bolsas y Mercados Argentinos S.A. is pending.

        CNV Resolution No. 17,501/2014 dated September 11, 2014 authorized the Buenos Aires Stock Exchange to act as a qualified entity for purposes of carrying out the activities referred to in paragraph b), f) and g) of Article 32 of the Law No. 26,831 on account of the delegation by the MERVAL pursuant to the "Agreement on Delegation of Functions" dated February 26, 2014 between

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the Buenos Aires Stock Exchange and MERVAL. As a result, the Buenos Aires Stock Exchange is authorized to suspend and cancel the listing or trading of securities in the form prescribed by the applicable regulations. In this context, on January 8, 2015, the MERVAL set the terms on which the delegation to the Buenos Aires Stock Exchange is to be implemented to ensure the continuity of securities trading.

Regulation of the Argentine Securities Market

        The CNV is a governmental entity that oversees the regulation of the Argentine securities markets and is responsible for authorizing public offerings of securities and supervising brokers, public companies, mutual funds and clearinghouses. Public offerings and the trading of futures and options are also under the jurisdiction of the CNV. Argentine insurance companies are regulated by a separate government agency, while financial institutions are regulated mainly by the Central Bank. The Argentine securities markets are governed generally by Law No. 26,831, as amended, which regulates securities exchanges, stockbrokers, market operations and public offerings of securities.

        Most debt and equity securities traded on the exchanges and the over-the-counter market must, unless otherwise instructed by the shareholders, be deposited by shareholders with Caja de Valores S.A. ("Caja de Valores"), which is a corporation owned by the Buenos Aires Stock Exchange, the MERVAL and certain provincial exchanges. Caja de Valores is the central securities depositary of Argentina, which provides central depository facilities for securities, acts as a clearinghouse for securities trading and acts as a transfer and paying agent. Caja de Valores also handles settlement of securities transactions carried out by the Buenos Aires Stock Exchange and operates the computerized exchange information system.

        Although in the first half of the 1990s changes to the legal framework were introduced permitting the issuance and trading of new financial products in the Argentine capital markets, including commercial paper, new types of corporate bonds and futures and options, there was a relatively low level of regulation of the market for Argentine securities and investors' activities in that market, and enforcement of existing regulatory provisions was extremely limited. However, with the enactment of Law No. 26,831 and its regulatory Decree No.1023, the CNV has been empowered to strengthen disclosure and regulatory standards for the Argentine securities market, which strengthening has been done through changes on the CNV Rules as implemented through Resolution 622/2013.

        In order to offer securities to the public in Argentina, an issuer must meet certain requirements established by the CNV regarding assets, operating history, management and other matters, and only securities for which an application for a public offering has been approved by the CNV may be listed on the corresponding authorized market. This approval does not imply any kind of certification of assurance related to the merits of the quality of the securities or the solvency of the issuer. Issuers of listed securities are required to file unaudited quarterly financial statements and audited annual financial statements, as well as various other periodic reports, with the CNV and the corresponding authorized market.

        CNV rules also provide that any individual or entity that, either directly or indirectly, purchases or sells securities, alters its direct or indirect participation in the share capital of a publicly traded company, converts debt-securities into stock or exercises purchase or sale options of any such securities must immediately report such purchase, sale, alteration, conversion or exercise to the CNV, provided the securities involved represent at least 5% of the voting rights of the publicly-traded company. Any additional variation in such voting rights must be reported to the CNV.

        Consequently, the purchase of securities (including the ADSs) that represent at least 5% of our voting rights and, after that, any subsequent purchase, sale, alteration, conversion or exercise of rights) shall have to be reported to the CNV, as set forth above.

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CAPITALIZATION

        The following table sets forth our capitalization in accordance with Argentine Banking GAAP as of December 31, 2015 in Pesos and U.S. dollars on an actual basis and as adjusted to reflect the receipt of approximately US$200.0 million (Ps.2.6 billion at the reference exchange rate of Ps.13.005 per US$1.00 reported by the Central Bank on December 31, 2015) in estimated net proceeds from the issuance and sale of 95,682,077 Class B shares in the global offering assuming the international underwriters have not exercised the option to purchase additional shares and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. You should read this table in conjunction with "Selected Financial and Other Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Selected Statistical Information" and our consolidated financial statements and the related notes included elsewhere in this prospectus.

 
  As of December 31, 2015  
 
  Actual   As adjusted(1)   Actual   As adjusted(1)  
 
   
  (unaudited)
   
  (unaudited)
 
 
  (in thousands of Pesos)
  (in thousands of U.S. dollars)
 

Long-term debt(2)

    1,885,425   Ps. 1,885,425   US$ 144,977   US$ 144,977  

Non-controlling interests in consolidated subsidiaries

    70,830     70,830     5,446     5,446  

Capital stock

    248,970     344,652     19,144     26,501  

Paid-in capital

    91,543     2,596,524     7,039     199,656  

Legal reserve

    24,897     24,897     1,914     1,914  

Other reserves

    1,334,191     1,334,191     102,591     102,591  

Retained earnings

    674,109     674,109     51,835     51,835  

Total capitalization

  Ps. 4,329,965   Ps. 6,930,628   US$ 332,946   US$ 532,920  

(1)
To reflect global offering.

(2)
Debt with maturity of more than one year, of which Ps.7.7 million corresponds to secured financial loans and Ps.1.9 billion corresponds to unsecured financial loans. Includes Ps.1.1 billion of the subordinated negotiable obligations due 2017, 2020 and 2021, issued by the Bank in 2010, 2013 and 2014 respectively.

        Since December 31, 2015, there has been no change in our capitalization except for earnings accumulated since that date and the dividends approved at our ordinary and extraordinary shareholders' meeting on April 19, 2016 for the 2015 fiscal year in the amounts of (i) Ps.5,962,000 in respect of the holder of preferred shares and (ii) Ps.19,200,000 in respect of holders of common shares.

        In addition, on May 12, 2016, we issued an aggregate principal amount of Ps.100 million of Series XXI fixed rate notes that will mature 120 days following such date. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Funding—Financings—Grupo Supervielle—Global Corporate Notes."

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DILUTION

        At December 31, 2015, we had a net tangible book value of Ps.2,121.7 million, corresponding to a net tangible book value of US$0.66 per Class B share or US$3.28 per ADS (Ps.8.52 per Class B share or Ps.42.61 per ADS, using the reference exchange rate published by the Central Bank at December 31, 2015 for Pesos into U.S. dollars of Ps.13.005 to US$1.00 and the ratio of 5 Class B share to one ADS). Net tangible book value per share represents the amount of our total assets less intangible assets and goodwill, minus our total liabilities, divided by the total number of our shares outstanding at December 31, 2015, or 126,738,188 Class A shares, 119,032,340 Class B shares and 3,200,000 preferred shares (which were converted into Class B shares on January 14, 2016).

        After giving effect to the sale by us of 95,682,077 Class B shares offered by us in the global offering, and assuming the international underwriters have not exercised the option to purchase additional shares and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our net tangible book value estimated at December 31, 2015 would have been approximately Ps.4,722.4 million, representing US$1.05 per Class B share, or US$5.27 per ADS. This represents an immediate increase in net tangible book value of US$0.40 per Class B share or US$1.99 per ADS to existing shareholders and an immediate dilution in net tangible book value of US$1.15 per Class B share, or US$5.73 per ADS to new investors purchasing Class B shares in the global offering. Dilution for this purpose represents the difference between the price per Class B share or ADS paid by these purchasers and net tangible book value per Class B share or ADS immediately after the completion of the offering.

        The following table illustrates this dilution to new investors purchasing Class B shares, including Class B shares in the form of ADSs, in the global offering:

 
  At December 31, 2015  
Assumed initial offering price
  Class B
shares
  ADSs  

Net tangible book value per Class B share or ADS

  US$ 0.66   US$ 3.28  

Increase in net tangible book value per Class B share or ADS attributable to new investors

    0.40     1.99  

Pro forma net tangible book value per Class B share or ADS after the global offering

    1.05     5.27  

Dilution per Class B share or ADS to new investors

    1.15     5.73  

Percentage of dilution in net tangible book value per Class B share or ADS for new investors(1)

    52.1 %   52.1 %

(1)
Percentage of dilution for new investors is calculated by dividing the dilution in net tangible book value for new investors by the price of the offering.

        If the international underwriters exercise the option to purchase additional shares in full, the net tangible book value after the global offering would increase by US$0.45 per Class B share or US$2.27 per ADS from us and investors in this offering will incur an additional immediate dilution of US$1.09 per Class B share or US$5.45 per ADS.

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SELECTED CONSOLIDATED FINANCIAL AND OTHER INFORMATION

        The following tables present selected consolidated financial data for us for each of the periods indicated. You should read this information in conjunction with our audited consolidated financial statements and related notes beginning on page F-1, and the information under "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

        We have derived our selected consolidated financial data as of December 31, 2015 and 2014 and for the three years ended December 31, 2015 from our audited consolidated financial statements included in this prospectus. We have derived our summary consolidated financial data as of December 31, 2013, 2012 and 2011 and for the two years ended December 31, 2012 from our audited consolidated financial statements not included in this prospectus. Our consolidated financial statements as of December 31, 2015 and 2014 and for the three years ended December 31, 2015 have been audited by Price Waterhouse & Co. S.R.L. whose audit report is included elsewhere in this prospectus.

        We maintain our financial books and records in Pesos and prepare and publish our consolidated financial statements in Argentina in conformity with Argentine Banking GAAP as these are the rules and regulations applied by the Bank, our main subsidiary, which differ in certain significant respects from U.S. GAAP, and from Argentine GAAP. Note 35 to our audited consolidated financial statements provides a description of the principal differences between Argentine Banking GAAP and U.S. GAAP, as they relate to us, and a reconciliation to U.S. GAAP of net income and shareholders' equity as of and for the years ended December 31, 2015 and 2014.

        Solely for convenience, Peso amounts as of and for the year ended December 31, 2015 have been translated into U.S. dollars. The rate used to translate such amounts as of December 31, 2015 was Ps.13.0050 to US$1.00, which was the reference exchange rate reported by the Central Bank for U.S. dollars.

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  Grupo Supervielle S.A.  
 
  Year ended
December 31,
 
 
  2015   2015   2014   2013   2012   2011  
 
  (in thousands of Pesos or U.S. dollars, as indicated, except for ratios)
 

Consolidated Income Statement Data

                                     

Argentine Banking GAAP:

                                     

Financial income(1)

  US$ 518,396   Ps. 6,741,744   Ps. 4,751,352   Ps. 3,045,380   Ps. 2,210,340   Ps. 1,453,929  

Financial expenses(2)

    (260,365 )   (3,386,050 )   (2,464,526 )   (1,303,916 )   (818,335 )   (581,667 )

Gross financial margin

    258,031     3,355,694     2,286,826     1,741,464     1,392,005     872,262  

Loan loss provisions

    (41,818 )   (543,844 )   (356,509 )   (350,535 )   (209,798 )   (99,079 )

Services fee income

    218,048     2,835,708     2,162,820     1,765,659     1,289,651     860,847  

Services fee expenses

    (59,861 )   (778,492 )   (610,341 )   (421,587 )   (254,674 )   (161,362 )

Income from insurance activities

    13,529     175,947     8,513              

Administrative expenses

    (327,674 )   (4,261,402 )   (3,013,842 )   (2,287,201 )   (1,807,734 )   (1,273,032 )

Income from financial transactions

    60,255     783,611     477,467     447,800     409,450     199,636  

Miscellaneous income

    28,233     367,165     190,005     129,245     72,517     54,182  

Miscellaneous losses

    (16,411 )   (213,427 )   (91,761 )   (95,734 )   (71,086 )   (61,295 )

Non-controlling interests result

    (1,236 )   (16,079 )   (13,707 )   (10,556 )   (9,566 )   (5,244 )

Income before income tax

    70,840     921,270     562,004     470,755     401,315     187,279  

Income tax

    (19,005 )   (247,161 )   (199,084 )   (97,765 )   (75,110 )   (43,686 )

Net income for the fiscal period

    51,835     674,109     362,920     372,990     326,205     143,593  

U.S. GAAP:

                                     

Net income

    48,510     630,876     290,767     382,896     N/A     N/A  

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  Grupo Supervielle S.A.  
 
  As of
December 31,
 
 
  2015   2015   2014   2013   2012   2011  
 
  (in thousands of Pesos or U.S. dollars, as indicated except for ratios and operating data)
 

Consolidated Balance Sheet Data

                                     

Argentine Banking GAAP:

                                     

Assets

                                     

Cash and due from banks

  US$ 523,536   Ps. 6,808,591   Ps. 3,649,084   Ps. 2,662,592   Ps. 2,177,218   Ps. 1,230,373  

Government and corporate securities

    71,656     931,881     1,008,080     483,990     229,777     336,989  

Loans:

    1,549,270     20,148,261     14,596,580     11,292,289     7,374,673     6,287,984  

to the non-financial public sector                        

    675     8,778     12,666     15,699     18,183     19,773  

to the financial sector            

    13,974     181,734     3,514     36,029     63,200     54,482  

To the non-financial private sector and foreign residents:

                                     

Overdrafts

    125,711     1,634,870     993,284     679,085     488,229     543,148  

Promissory Notes(3)            

    460,190     5,984,777     5,583,705     4,472,631     3,181,314     2,574,592  

Mortgage loans

    3,847     50,032     69,554     83,660     36,247     53,197  

Automobile and other secured loans            

    8,033     104,469     168,603     225,901     219,948     197,501  

Personal loans

    462,791     6,018,601     3,631,840     2,970,622     1,509,756     1,246,834  

Credit card loans

    436,595     5,677,922     3,688,328     2,410,111     1,719,422     1,150,316  

Other

    73,324     953,574     793,192     684,219     379,876     609,906  

Accrued Interest, adjustments and exchange rate differences receivable

    32,957     428,600     357,844     257,689     155,074     120,478  

Documented interest            

    (21,337 )   (277,488 )   (287,605 )   (200,345 )   (110,365 )   (114,939 )

Other unapplied charges            

    (23 )   (295 )   (1,322 )   (1,012 )   (753 )   (356 )

Allowances

    (47,467 )   (617,313 )   (417,023 )   (342,000 )   (285,458 )   (166,948 )

Other receivables from financial transactions

    189,297     2,461,813     2,263,612     1,742,721     1,737,001     1,044, 621  

Receivables from financial leases

    82,659     1,074,977     583,846     511,880     594,338     419,511  

Other assets

    124,590     1,620,294     1,139,992     724,659     578,562     567,332  

Total assets

    2,541,009     33,045,817     23,241,194     17,418,131     12,691,569 (5)   9,886,810  

Average Assets(4)

    2,073,138     26,961,165     20,066,019     14,645,841     11,139,240     8,711,384  

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  Grupo Supervielle S.A.  
 
  As of
December 31,
 
 
  2015   2015   2014   2013   2012   2011  
 
  (in thousands of Pesos or U.S. dollars, as indicated except for ratios and operating data)
 

Liabilities and shareholders' equity

                                     

Deposits:

  US$ 1,823,651   Ps. 23,716,577   Ps. 16,892,730   Ps. 12,819,178   Ps. 9,301,705   Ps. 7,238,467  

Non-financial public sector                  

    90,931     1,182,559     1,441,506     1,018,547     701,964     834,098  

Financial sector            

    19,299     250,981     150,817     100,973     65,302     8,621  

Non-financial private sector and foreign residents                              

    1,713,421     22,283,037     15,300,407     11,699,658     8,534,439     6,395,748  

Checking accounts            

    233,939     3,042,376     2,622,055     2,034,593     1,602,976     1,182,695  

Savings accounts            

    596,209     7,753,696     5,352,593     3,640,102     2,567,532     1,999,536  

Time deposits                  

    771,551     10,034,025     6,651,006     5,426,409     3,978,430     2,832,558  

Investment accounts            

    51,126     664,900     75,750     144,100     40,655     171,260  

Other

    60,595     788,040     599,003     454,454     344,846     209,699  

Other liabilities from financial transactions and other miscellaneous liabilities

    529,389     6,884,700     4,586,728     3,204,585     2,370,379     1,949,509  

Non-controlling interests

    5,446     70,830     54,750     41,960     31,395     21,784  

Total liabilities

    2,358,486     30,672,107     21,534,208     16,065,723     11,703,479     9,209,760  

Average Liabilities(4)

    1,912,066     24,866,415     18,464,430     14,433,187     10,279,628     8,141,024  

Shareholders' equity

    182,523     2,373,710     1,706,986     1,352,408     988,091     677,050  

Total liabilities and shareholders' equity

    2,541,009     33,045,817     23,241,194     17,418,131     12,691,569     9,886,810  

Average shareholders' equity(4)

    161,073     2,094,750     1,601,589     1,212,654     859,612     570,381  

U.S. GAAP:

                                     

Total assets

    2,700,686     35,122,426     26,166,663     19,531,312     N/A     N/A  

Total liabilities

    2,526,635     32,858,882     24,626,175     18,247,809     N/A     N/A  

Total shareholders' equity

    174,052     2,263,544     1,540,488     1,283,503     N/A     N/A  

(1)
Includes gains related to non-deliverable forward ("NDF") hedging transactions, which totaled Ps.228.2 million, Ps.0, Ps.86.9 million, Ps.3.4 million, and Ps.0 as of December 31, 2015, 2014, 2013, 2012 and 2011, respectively.

(2)
Includes expenses related to NDF hedging transactions, which totaled Ps.0, Ps.96.2, Ps.0, Ps.0 and Ps.6.5 million as of December 31, 2015, 2014, 2013, 2012 and 2011, respectively.

(3)
Consists of unsecured checks and accounts receivable deriving from factoring transactions, and unsecured corporate loans which totaled Ps.2,399.3 million, Ps.1,547.5 million, Ps.979.9 million, Ps.663.7 million and Ps.479.9 million as of December 31, 2015, 2014, 2013, 2012 and 2011, respectively.

(4)
Calculated on a daily basis.

(5)
The increases in net income for the fiscal year and total assets from 2011 to 2012 reflect the acquisition of CCF.

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  Grupo Supervielle S.A.  
 
  Year ended December 31,  
 
  2015   2014   2013   2012   2011  

Selected Consolidated Ratios:

                               

Argentine Banking GAAP:

                               

Net interest margin(1)

   
18.1

%
 
17.4

%
 
16.4

%
 
17.3

%
 
13.5

%

Fee income ratio(2)

    38.0 %   40.4 %   43.6 %   42.6 %   44.5 %

Efficiency ratio(3)

    76.2 %   78.3 %   74.1 %   74.5 %   81.0 %

Fee income as a percentage of administrative expense

    48.3 %   51.5 %   58.8 %   57.3 %   54.9 %

Return on average equity(4)

    32.2 %   22.7 %   30.8 %   37.9 %   25.2 %

Return on average assets(5)

    2.5 %   1.8 %   2.5 %   2.9 %   1.6 %

Basic earnings per share (in Pesos)(6)

    4.42     2.92     3.00     2.61     1.22  

Diluted earnings per share (in Pesos)

    4.42     2.92     3.00     2.61     1.12  

Basic earnings per share (in US$)

    0.34     0.34     0.46     0.53     0.28  

Diluted earnings per share (in US$)

    0.34     0.34     0.46     0.53     0.26  

Tangible equity ratio(7)

    6.5 %   6.5 %   6.7 %   6.4 %   5.1 %

Liquidity

   
 
   
 
   
 
   
 
   
 
 

Loans as a percentage of total deposits(8)

    94.0 %   94.9 %   96.8 %   89.8 %   95.7 %

Loans as a percentage of total assets(8)

    67.5 %   69.0 %   71.2 %   65.8 %   70.0 %

Liquid assets as a percentage of total deposits(9)

    31.6 %   27.6 %   24.5 %   25.9 %   21.6 %

Extended liquid assets as a percentage of total deposits(10)

    44.1 %   46.0 %   48.2 %   51.3 %   47.1 %

Capital

   
 
   
 
   
 
   
 
   
 
 

Total equity as a percentage of total assets

    7.2 %   7.3 %   7.8 %   7.8 %   6.8 %

Average equity as a percentage of average assets

    7.8 %   8.0 %   8.3 %   7.7 %   6.5 %

Total liabilities as a multiple of total shareholders' equity

    12.9     12.6     11.9     11.8     13.6  

Regulatory capital/credit risk weighted assets(11)

    11.8 %   12.8 %   12.9 %   12.8 %   11.2 %

Regulatory capital/ risk weighted assets(12)

    8.7 %   8.9 %   9.0 %   N/A     N/A  

Asset Quality

   
 
   
 
   
 
   
 
   
 
 

Non-performing loans as a percentage of total loans(13)

    3.2 %   3.0 %   3.0 %   4.2 %(14)   2.4 %

Allowances as a percentage of total loans

    2.9 %   2.7 %   2.9 %   3.5 %   2.5 %

Allowances as a percentage of non-performing loans(13)

    89.7 %   88.9 %   94.0 %   84.7 %(15)   107.7 %

Other Data

   
 
   
 
   
 
   
 
   
 
 

Dividends paid to the common shares (Ps. million)

    2.7     2.7     4.5     5.5     24.4  

Dividends paid to the preferred shares (Ps. million)

    4.7     4.7     3.9     3.2      

Dividends per common share (Ps.)

    0.02     0.02     0.04     0.04     0.20  

Dividends per preferred share (Ps.)

    2.9     2.9     2.4     2.0      

Employees

    4,843     4,579     4,570     4,584     4,407  

Branches and sales points

    325     322     353     357     356  

ATMs and self-service terminals

    649     632     588     532     398  

(1)
Net interest income divided by average interest-earning assets.

(2)
Net services fee income divided by the sum of gross financial margin and net services fee income.

(3)
Administrative expenses divided by the sum of gross financial margin, services fee income and expenses and income from insurance activities.

(4)
Net income divided by average shareholders' equity, calculated on a daily basis and measured in local currency.

(5)
Net income divided by average assets, calculated on a daily basis and measured in local currency.

(6)
Basic earnings per share (in Pesos) are based upon the weighted average of Grupo Supervielle's outstanding shares, which were Ps.151.8 for December 31, 2015, Ps.122.9 million for December 31, 2014,

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    Ps.122.9 million for December 31, 2013, Ps.123 million for December 31, 2012 and Ps.117 million for December 31, 2011.

(7)
(Total equity–Intangible assets) / (Total assets–Intangible assets). Intangible assets as of December 31, 2015, 2014, 2013, 2012 and 2011 amounted to Ps.252.0, Ps.216 million, Ps.197 million, Ps.191 million and Ps.181 million, respectively.

(8)
Loans include loans, receivables from financial leases and other receivables from financial transactions covered by the Central Bank's debtor classification regulations.

(9)
Liquid assets include cash and securities issued by the Central Bank (LEBACs and NOBACs).

(10)
Extended liquid assets include cash, securities issued by the Central Bank (LEBACs and NOBACs) and as of December 31, 2015, 2014, 2013, 2012 and 2011 79%, 77%, 87%, 91% and 88%, respectively, of our promissory notes loan portfolio (promissory notes excluding corporate unsecured loans) which has a final maturity of 90 days.

(11)
Regulatory capital divided by credit risk weighted assets. Credit risk weighted assets are calculated applying the applicable risk weights to our assets following Central Bank regulations and do not include operational and market risk. This ratio applies only to the Bank and CCF on a consolidated basis.

(12)
Regulatory capital divided by risk weighted assets taking into account operational and market risk since 2013. This ratio applies only to the Bank and CCF on a consolidated basis.

(13)
Non-performing loans include all principal amounts of loans to borrowers classified as "3-with problems/medium risk," "4-high risk of insolvency/high risk," "5-uncollectible" and "6-uncollectible, classified as such under regulatory requirements" under the Central Bank loan classification system. See "Selected Statistical Information—Loans and Financings—Portfolio Classification."

(14)
The increase in non-performing loans as a percentage of total loans from 2011 to 2012 is mainly a result of an increase in non-performing loans of our subsidiary CCF, which has a portfolio with a different risk profile than the Bank, as well as an increase in the Bank's non-performing loans in 2012.

(15)
The decrease in allowances as a percentage of non-performing loans from 2011 to 2012 is mainly a result of an increase in non-performing loans of our subsidiary CCF, which provides for fewer allowances than the Bank and has a loan portfolio with a different risk profile than the Bank.

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SELECTED STATISTICAL INFORMATION

        You should read this information in conjunction with our consolidated financial statements and related notes, and the information under "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. We prepared this information from our financial records, which are maintained in conformity with Argentine Banking GAAP, and do not reflect adjustments necessary to reflect the information in accordance with U.S. GAAP.

Average Balance Sheets, Interest Earned on Interest-earning Assets and Interest Paid on Interest-bearing Liabilities

        The average balances of our interest-earning assets and interest-bearing liabilities, including the related interest that is receivable and payable, are calculated on a daily basis.

        Average balances have been separated between those denominated in Pesos and those denominated in U.S. dollars. The nominal interest rate is the amount of interest earned or paid during the period divided by the related average balance.

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        The following tables show average balances, interest amounts and nominal rates for our interest-earning assets and interest-bearing liabilities for the years ended December 31, 2015, 2014 and 2013.

 
  Year ended December 31,  
 
  2015   2014   2013  
 
  Average
Balance
  Interest
Earned/
(Paid)
  Average
Nominal
Rate
  Average
Balance
  Interest
Earned/
(Paid)
  Average
Nominal
Rate
  Average
Balance
  Interest
Earned/
(Paid)
  Average
Nominal
Rate
 

ASSETS

                                                       

Interest-earning assets

                                                       

Investment portfolio

                                                       

Government and corporate securities

                                                       

Pesos

    197,733     13,932     7.0 %   192,252     33,026     17.2 %   137,102     13,148     9.6 %

Dollars

    306,386     119,440     39.0 %   263,229     128,126     48.7 %   101,447     48,180     47.5 %

Total

    504,119     133,372     26.5 %   455,481     161,152     35.4 %   238,549     61,328     25.7 %

Participation in our securitization trusts(1)

                                                       

Pesos

    1,348,974     283,428     21.0 %   1,423,809     328,295     23.1 %   1,240,760     369,801     29.8 %

Dollars

            0.0 %   86     17     19.8 %            

Total

    1,348,974     283,428     21.0 %   1,423,895     328,312     23.1 %   1,240,760     369,801     29.8 %

Securities issued by the Central Bank

                                                       

Pesos

    707,491     257,274     36.4 %   700,844     198,585     28.3 %   116,567     28,152     24.2 %

Dollars

    1,716         0.0 %                        

Total

    709,207     257,274     36.3 %   700,844     198,585     28.3 %   116,567     28,152     24.2 %

Loans and financings:

                                                       

Promissory notes(2)

                                                       

Pesos

    3,165,116     837,789     26.5 %   2,881,142     830,095     28.8 %   2,520,314     570,806     22.6 %

Dollars

    12,530     675     5.4 %   29,017     1,389     4.8 %   14,198     817     5.8 %

Total

    3,177,646     838,464     26.4 %   2,910,159     831,484     28.6 %   2,534,512     571,623     22.6 %

Overdrafts

                                                       

Pesos

    1,638,881     594,315     36.3 %   1,020,640     341,500     33.5 %   800,091     163,886     20.5 %

Dollars

            0.0 %                   2      

Total

    1,638,881     594,315     36.3 %   1,020,640     341,500     33.5 %   800,091     163,888     20.5 %

Loans to the financial sector

                                                       

Pesos

    28,977     9,173     31.7 %   8,782     8,556     97.4 %   44,970     11,496     25.6 %

Dollars

            0.0 %   2                      

Total

    28,977     9,173     31.7 %   8,784     8,556     97.4 %   44,970     11,496     25.6 %

Mortgage loans

                                                       

Pesos

    59,344     10,014     16.9 %   74,172     14,011     18.9 %   60,451     11,525     19.1 %

Dollars

            0.0 %   150     18     12.0 %   2,846     336     11.8 %

Total

    59,344     10,014     16.9 %   74,322     14,029     18.9 %   63,297     11,861     18.7 %

Automobile and other secured loans

                                                       

Pesos

    133,740     32,678     24.4 %   191,098     51,751     27.1 %   217,915     59,965     27.5 %

Dollars

            0.0 %                        

Total

    133,740     32,678     24.4 %   191,098     51,751     27.1 %   217,915     59,965     27.5 %

Corporate unsecured loans

                                                       

Pesos

    1,769,763     561,635     31.7 %   1,111,391     348,323     31.3 %   762,340     187,410     24.6 %

Dollars

            0.0 %                        

Total

    1,769,763     561,635     31.7 %   1,111,391     348,323     31.3 %   762,340     187,410     24.6 %

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  Year ended December 31,  
 
  2015   2014   2013  
 
  Average
Balance
  Interest
Earned/
(Paid)
  Average
Nominal
Rate
  Average
Balance
  Interest
Earned/
(Paid)
  Average
Nominal
Rate
  Average
Balance
  Interest
Earned/
(Paid)
  Average
Nominal
Rate
 

Personal loans

                                                       

Pesos

    5,170,131     2,144,410     41.5 %   3,287,127     1,356,786     41.3 %   2,061,003     780,932     37.9 %

Dollars

            0.0 %                        

Total

    5,170,131     2,144,410     41.5 %   3,287,127     1,356,786     41.3 %   2,061,003     780,932     37.9 %

Credit Cards

                                                       

Pesos

    4,108,877     1,289,162     31.4 %   2,619,616     814,215     31.1 %   1,872,278     499,854     26.7 %

Dollars

    84,161     224     0.3 %   40,260     185     0.5 %   35,350     462     1.3 %

Total

    4,193,038     1,289,386     30.8 %   2,659,876     814,400     30.6 %   1,907,628     500,316     26.2 %

Receivables from financial leases

                                                       

Pesos

    834,193     207,296     24.8 %   551,064     93,966     17.1 %   422,948     62,439     14.8 %

Dollars

    2,958     115     3.9 %   3,605     152     4.2 %   4,774     186     3.9 %

Total

    837,151     207,411     24.8 %   554,669     94,118     17.0 %   427,722     62,625     14.6 %

Foreign Trade Loans

                                                       

Pesos

            0.0 %                        

Dollars

    645,829     42,975     6.7 %   633,145     36,608     5.8 %   492,492     29,528     6.0 %

Total

    645,829     42,975     6.7 %   633,145     36,608     5.8 %   492,492     29,528     6.0 %

Other receivables from financial transactions(3)

                                                       

Pesos

    159,750     35,164     22.0 %   13,242     2,203     16.6 %   2,315     (224 )   (9.7 %)

Dollars

    143,294     18,408     12.8 %   116,809     24,301     20.8 %   87,213     27,857     31.9 %

Total

    303,044     53,572     17.7 %   130,051     26,504     20.4 %   89,528     27,633     30.9 %

Total interest-earning assets

                                                       

Pesos

    19,322,972     6,276,271     32.5 %   14,075,179     4,421,312     31.4 %   10,259,055     2,759,190     26.9 %

Dollars

    1,196,874     181,837     15.2 %   1,086,303     190,796     17.6 %   738,320     107,368     14.5 %

Total

    20,519,845     6,458,108     31.5 %   15,161,482     4,612,108     30.4 %   10,997,375     2,866,559     26.1 %

Non interest-earning assets

                                                       

Cash and due from banks

                                                       

Pesos

    3,339,803                 2,543,954                 1,934,329              

Dollars

    1,000,228                 925,591                 468,612              

Total

    4,340,031                 3,469,545                 2,402,941              

Unlisted equity Investments

                                                       

Pesos

    5,973                 4,465                 4,490              

Dollars

    1                 1                 1              

Total

    5,974                 4,466                 4,491              

Premises and equipment and miscellaneous and intangible assets and unallocated items

                                                       

Pesos

    878,180                 471,050                 374,298              

Dollars

                                                 

Total

    878,180                 471,050                 374,298              

Allowance for loan losses

                                                       

Pesos

    (510,429 )               (402,537 )               (337,972 )            

Dollars

    (17,879 )               (14,148 )               (7,877 )            

Total

    (528,308 )               (416,685 )               (345,849 )            

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  Year ended December 31,  
 
  2015   2014   2013  
 
  Average
Balance
  Interest
Earned/
(Paid)
  Average
Nominal
Rate
  Average
Balance
  Interest
Earned/
(Paid)
  Average
Nominal
Rate
  Average
Balance
  Interest
Earned/
(Paid)
  Average
Nominal
Rate
 

Other assets

                                                       

Pesos

    1,635,717                 1,239,499                 1,081,948              

Dollars

    109,725                 136,660                 130,637              

Total

    1,745,442                 1,376,159                 1,212,585              

Total non interest-earning assets

                                                       

Pesos

    5,349,245                 3,856,432                 3,057,093              

Dollars

    1,092,075                 1,048,104                 591,373              

Total

    6,441,319                 4,904,537                 3,648,466              

Total Assets

                                                       

Pesos

    24,672,217                 17,931,612                 13,316,148              

Dollars

    2,288,948                 2,134,407                 1,329,693              

Total

    26,961,165                 20,066,019                 14,645,841              

LIABILITIES

                                                       

Interest-bearing liabilities

                                                       

Checking and savings accounts

                                                       

Pesos

    4,616,801     4,556     0.1 %   3,043,130     2,975     0.1 %   2,350,336     2,062     0.1 %

Dollars

    286,894     274     0.1 %   176,447     167     0.1 %   125,946     120     0.1 %

Total

    4,903,695     4,830     0.1 %   3,219,577     3,142     0.1 %   2,476,282     2,182     0.1 %

Time deposits

                                                       

Pesos

    8,950,016     2,221,941     24.8 %   7,108,909     1,598,519     22.5 %   5,151,229     827,422     16.1 %

Dollars

    337,459     2,807     0.8 %   310,746     2,112     0.7 %   244,176     1,627     0.7 %

Total

    9,287,475     2,224,748     24.0 %   7,419,655     1,600,631     21.6 %   5,395,405     829,049     15.4 %

Borrowings from other financial institutions and unsubordinated negotiable obligations

                                                       

Pesos

    1,530,080     420,682     27.5 %   1,083,694     298,390     27.5 %   928,647     194,986     21.0 %

Dollars

    121,831     2,994     2.5 %   87,554     1,484     1.7 %   30,111     1,007     3.3 %

Total

    1,651,911     423,676     25.6 %   1,171,248     299,874     25.6 %   958,758     195,993     20.4 %

Subordinated Loan

                                                       

Pesos

            0.0 %   0     0     0.0 %   0     0     0.0 %

Dollars

    800,088     81,282     10.2 %   601,297     63,961     10.6 %   319,698     37,184     11.6 %

Total

    800,088     81,282     10.2 %   601,297     63,961     10.6 %   319,698     37,184     11.6 %

Total interest-bearing liabilities

                                                       

Pesos

    15,096,896     2,647,179     17.5 %   11,235,733     1,899,884     16.9 %   8,430,212     1,024,470     12.2 %

Dollars

    1,546,272     87,357     5.6 %   1,176,044     67,724     5.8 %   719,932     39,938     5.5 %

Total

    16,643,168     2,734,536     16.4 %   12,411,777     1,967,608     15.9 %   9,150,144     1,064,408     11.6 %

Non-interest-bearing liabilities and stockholders' equity

                                                       

Demand deposits

                                                       

Pesos

    4,766,900                 3,424,790                 2,527,929              

Dollars

    99,828                 81,673                 85,637              

Total

    4,866,728                 3,506,463                 2,613,566              

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Table of Contents

 
  Year ended December 31,  
 
  2015   2014   2013  
 
  Average
Balance
  Interest
Earned/
(Paid)
  Average
Nominal
Rate
  Average
Balance
  Interest
Earned/
(Paid)
  Average
Nominal
Rate
  Average
Balance
  Interest
Earned/
(Paid)
  Average
Nominal
Rate
 

Other liabilities

                                                       

Pesos

    3,117,904                 2,279,555                 1,508,960              

Dollars

    171,114                 215,809                 122,072              

Total

    3,289,019                 2,495,364                 1,631,032              

Non-controlling interest result

                                                       

Total

    67,500                 50,826                 38,446              

Stockholders' equity

                                                       

Pesos

    2,094,750                 1,601,589                 1,212,654              

Total

    2,094,750                 1,601,589                 1,212,654              

Total non-interest- bearing liabilities and stockholders' equity

                                                       

Pesos

    10,047,054                 7,356,760                 5,287,991              

Dollars

    270,942                 297,482                 207,709              

Total

    10,317,997                 7,654,242                 5,495,700              

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

                                                       

Pesos

    25,143,950                 18,592,493                 13,718,201              

Dollars

    1,817,214                 1,473,526                 927,640              

Total

    26,961,165                 20,066,019                 14,645,841              

(1)
Includes senior and subordinated bonds and participation certificates.

(2)
Consists of unsecured checks and accounts receivable deriving from factoring transactions.

(3)
Includes overnight deposit and unlisted corporate bonds.

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Changes in Interest Income and Interest Expense; Volume and Rate Analysis

        The following tables allocate, by currency of denomination, changes in our interest income and interest expense. The changes are segregated for each major category of interest-earning assets and interest-bearing liabilities into amounts attributable to changes in the average volume and changes in their respective nominal interest rates for the year ended December 31, 2015 compared to the year ended December 31, 2014 and for the year ended December 31, 2014 compared to the year ended December 31, 2013. We have calculated volume variances based on movements in average balances over the period and rate variance based on changes in interest rates on average interest-earning assets and average interest-bearing liabilities. We have allocated variances caused by changes in both volume and rate to volume.

 
  Year ended December 31,  
 
   
  2014    
   
   
 
 
  2015    
  2014   2013  
 
  Increase (Decrease)
Due to Changes in
  Increase (Decrease)
Due to Changes in
 
 
  Volume   Rate   Net
Change
  Volume   Rate   Net
Change
 
 
  (in thousands of Pesos, except percentages)
 

ASSETS

                                     

Interest-earning assets

                                     

Investment portfolio

                                     

Government and corporate securities

                                     

Pesos

    386     (19,480 )   (19,094 )   9,474     10,404     19,878  

Dollars

    16,824     (25,510 )   (8,686 )   78,747     1,198     79,945  

Total

    17,210     (44,991 )   (27,780 )   88,221     11,603     99,823  

Participation in our securitization trusts(1)

                                     

Pesos

    (15,723 )   (29,144 )   (44,867 )   42,206     (83,713 )   (41,506 )

Dollars

        (17 )   (17 )   17     17     34  

Total

    (15,723 )   (29,161 )   (44,884 )   42,223     (83,696 )   (41,472 )

Bills and securities issued by the Central Bank

                                     

Pesos

    2,417     56,272     58,689     165,556     4,877     170,433  

Dollars

                0          

Total

    2,417     56,272     58,689     165,556     4,877     170,433  

Loans and financings:

                                     

Promissory notes(2)

                                     

Pesos

    75,166     (67,473 )   7,694     103,959     155,330     259,290  

Dollars

    (888 )   174     (714 )   709     (138 )   572  

Total

    74,278     (67,299 )   6,980     104,668     155,193     259,861  

Overdrafts

                                     

Pesos

    224,196     28,619     252,815     73,794     103,820     177,614  

Dollars

                    (2 )   (2 )

Total

    224,196     28,619     252,815     73,794     103,818     177,612  

Loans to the financial sector

                                     

Pesos

    6,393     (5,776 )   617     (35,254 )   32,314     (2,940 )

Dollars

                         

Total

    6,393     (5,776 )   617     (35,254 )   32,314     (2,940 )

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Table of Contents

 
  Year ended December 31,  
 
   
  2014    
   
   
 
 
  2015    
  2014   2013  
 
  Increase (Decrease)
Due to Changes in
  Increase (Decrease)
Due to Changes in
 
 
  Volume   Rate   Net
Change
  Volume   Rate   Net
Change
 
 
  (in thousands of Pesos, except percentages)
 

Mortgage Loans

                                     

Pesos

    (2,502 )   (1,495 )   (3,997 )   2,592     (106 )   2,486  

Dollars

        (18 )   (18 )   (324 )   6     (318 )

Total

    (2,502 )   (1,513 )   (4,015 )   2,268     (100 )   2,168  

Automobile and other secured loans

                                     

Pesos

    (14,015 )   (5,058 )   (19,073 )   (7,262 )   (952 )   (8,214 )

Dollars

                         

Total

    (14,015 )   (5,058 )   (19,073 )   (7,262 )   (952 )   (8,214 )

Corporate unsecured loans

                                     

Pesos

    208,935     4,377     213,312     109,397     51,517     160,913  

Dollars

                         

Total

    208,935     4,377     213,312     109,397     51,517     160,913  

Personal loans

                                     

Pesos

    781,012     6,612     787,624     506,092     69,762     575,854  

Dollars

                         

Total

    781,012     6,612     787,624     506,092     69,762     575,854  

Credit cards

                                     

Pesos

    467,257     7,691     474,947     232,284     82,078     314,362  

Dollars

    117     (78 )   39     23     (300 )   (277 )

Total

    467,373     7,613     474,986     232,306     81,778     314,085  

Receivables from financial leases

                                     

Pesos

    70,357     42,973     113,330     21,846     9,681     31,527  

Dollars

    (25 )   (12 )   (37 )   (49 )   15     (34 )

Total

    70,332     42,961     113,293     21,797     9,696     31,493  

Foreign Trade Loans

                                     

Pesos

                         

Dollars

    844     5,523     6,367     8,132     (1,052 )   7,080  

Total

    844     5,523     6,367     8,132     (1,052 )   7,080  

Other receivables from financial transactions(3)

                                     

Pesos

    32,249     712     32,961     1,818     609     2,427  

Dollars

    3,402     (9,295 )   (5,893 )   6,157     (9,713 )   (3,556 )

Total

    35,652     (8,584 )   27,068     7,975     (9,104 )   (1,129 )

Total interest-earning assets

                                     

Pesos

    1,704,529     150,430     1,854,959     1,198,726     463,396     1,662,121  

Dollars

    16,799     (25,758 )   (8,959 )   61,119     22,308     83,427  

Total

    1,721,328     124,672     1,846,000     1,259,844     485,704     1,745,549  

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Table of Contents

 
  Year ended December 31,  
 
   
  2014    
   
   
 
 
  2015    
  2014   2013  
 
  Increase (Decrease)
Due to Changes in
  Increase (Decrease)
Due to Changes in
 
 
  Volume   Rate   Net
Change
  Volume   Rate   Net
Change
 
 
  (in thousands of Pesos, except percentages)
 

LIABILITIES

                                     

Interest-bearing liabilities

                                     

Checking and savings accounts

                                     

Pesos

    1,553     28     1,581     677     236     913  

Dollars

    105     2     107     48     (1 )   47  

Total

    1,658     30     1,688     725     235     960  

Time deposits

                                     

Pesos

    457,075     166,347     623,422     440,207     330,890     771,097  

Dollars

    222     473     695     452     33     485  

Total

    457,297     166,820     624,117     440,659     330,923     771,582  

Borrowings from other financial institutions and unsubordinated negotiable obligations

                                     

Pesos

    122,730     (438 )   122,292     42,692     60,713     103,404  

Dollars

    842     668     1,510     974     (497 )   477  

Total

    123,572     230     123,802     43,665     60,216     103,881  

Subordinated Loan

                                     

Pesos

                         

Dollars

    20,195     (2,874 )   17,321     29,954     (3,177 )   26,777  

Total

    20,195     (2,874 )   17,321     29,954     (3,177 )   26,777  

Total interest-bearing liabilities

                                     

Pesos

    677,039     70,256     747,295     474,394     401,020     875,414  

Dollars

    20,916     (1,283 )   19,633     26,266     1,520     27,786  

Total

    697,955     68,972     766,928     500,660     402,540     903,200  

(1)
Includes senior and subordinated bonds and participation certificates.

(2)
Consists of unsecured checks and accounts receivable deriving from factoring transactions.

(3)
Includes overnight deposits and unlisted corporate bonds.

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Table of Contents

Interest-earning Assets: Net Interest Margin and Spread

        The following table analyzes, by currency of denomination, our levels of average interest-earning assets and net interest income, and illustrates the comparative margins and spreads for each of the years indicated.

 
  Year ended December 31,  
 
  2015   2014   2013  
 
  (in thousands of Pesos, except percentages)
 

Average interest-earning assets(1)(2)

                   

Pesos

    19,322,972     14,075,179     10,259,055  

Dollars

    1,196,874     1,086,303     738,320  

Total

    20,519,845     15,161,482     10,997,375  

Net interest earned

                   

Pesos

    3,629,092     2,521,428     1,734,720  

Dollars

    94,480     123,072     67,430  

Total

    3,723,572     2,644,500     1,802,150  

Net Interest Margin

                   

Pesos

    18.8 %   17.9 %   16.9 %

Dollars

    7.9 %   11.3 %   9.1 %

Weighted average yield(3)

    18.1 %   17.4 %   16.4 %

Yield Spread

                   

Pesos

    14.9 %   14.5 %   14.7 %

Dollars

    9.5 %   11.8 %   9.0 %

Weighted interest spread(4)

    15.0 %   14.6 %   14.4 %

Gross Yield

                   

Pesos

    32.5 %   31.4 %   26.9 %

Dollars

    15.2 %   17.6 %   14.5 %

(1)
Includes all loans, leasing agreements and investments (including public and private bonds, Central Bank notes and securitization securities) and other receivables from financial intermediation that earn interest.

(2)
These figures represent daily averages.

(3)
Takes into account the average interest earned on interest-earning assets and is weighted in accordance with the volume of each asset.

(4)
Takes into account the average interest earned on interest-earning assets, net of average interest paid on interest-bearing liabilities.

Investment Portfolio

        We own, manage and trade a portfolio of securities issued by the Argentine government and other public sector and corporate issuers. We also hold senior and subordinated bonds and participation certificates in financial trusts created in connection with our securitization transactions. The following table sets out our investments in Argentine and other governments and corporate securities, including holdings in senior and subordinated bonds and participation certificates in financial trusts as of December 31, 2015, 2014 and 2013 by type and currency of denomination.

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Table of Contents

 
  Year ended December 31,  
 
  2015   2014   2013  
 
  (in thousands of Pesos)
 

LISTED GOVERNMENT SECURITIES

                   

Holdings of Trading Securities

                   

LOCAL

                   

In Pesos:

                   

Argentine sovereign bonds in pesos maturity 2019

        1,240      

Argentine sovereign bonds in pesos maturity 2015

        1,812     107  

Argentine sovereign bonds in pesos maturity 2014

             

National Treasury Bonds maturity 05/09/2016 (BONAC)

    10,145          

National Treasury Bonds maturity 09/30/2016 (BONAC)

    6,345          

National Treasury Bonds maturity 2016 (BONAR)

    6,150          

GDP Bonds Linked Securities 2035

        379     25  

Consolidation bonds

    1,027     1,989     13,942  

Federal Government Bonds (BODEN), maturity 2014

             

Securities denominated in pesos discount

        176     13,070  

Secured government bonds in pesos (Decree 1579/02) 2018

    7     151     12,454  

Others

        13     181  

In Foreign Currency:

                   

Bonds to step up in dollars par maturity 2038

        4,873     42  

Argentine sovereign bonds in dollars 8.28% maturity 2033

    8,446     580      

Argentine sovereign bonds in dollars 8.75% maturity 2024

    183     579      

Argentine sovereign bonds in dollars 2.40% maturity 2018

    79,203     33,040      

Argentine sovereign bonds in dollars 7% maturity 2013 (BONAR VII)

             

Argentine sovereign bonds in dollars 7% maturity 2015

        7,680     174,334  

Argentine sovereign bonds in dollars 0.75%, maturity 2017 (BONAD)

    56,505          

Argentine sovereign bonds in dollars 7% maturity 2017 (BONAR X)

    54,025     38,234     205,784  

Argentine sovereign bonds in dollars 4% maturity 2016 (BAADE)

    7,579     6,943     5,519  

Argentine sovereign bonds in dollars 1.75% maturity 2016 (BONAD)

    13          

Federal Government bonds, maturity 2017

        5      

Buenos Aires City bonds in dollars maturity 2019

        916     49,884  

B.Pcia Bs As USD C / Discount Maturity 2017

             

Others

        46     12  

Total listed government securities

    229,627     98,656     475,354  

UNLISTED GOVERNMENT SECURITIES

                   

In Pesos:

                   

Social Security Consolidation Bonds

            63  

GDP Bonds Linked Securities in pesos 2035

             

Consolidation bonds in dollars 5th Series

            2  

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Table of Contents

 
  Year ended December 31,  
 
  2015   2014   2013  
 
  (in thousands of Pesos)
 

In Foreign Currency:

                   

GDP Bonds linked securities USD 2035

        1      

Federal Government Bonds (BODEN), maturity 2013

             

Debt Securities class 3 Bs As City, maturity 2019

            7,035  

Debt Securities class 2 Bs As City

            85  

Others

            1  

Total unlisted government securities

        1     7,373  

SECURITIES ISSUED BY THE ARGENTINE CENTRAL BANK

                   

Listed

                   

Central Bank Bills in pesos

    645,218     319,151      

Central Bank Notes in pesos

             

Unlisted

                   

Central Bank Bills in pesos

    46,028     416,557      

Central Bank Notes in pesos

             

Total securities issued by the Argentine Central Bank

    691,246     735,708      

INVESTMENTS IN LISTED CORPORATE SECURITIES

                   

LOCAL

                   

Shares

    11,008     173,715     1,263  

Total investments in listed corporate securities

    11,008     173,715     1,263  

Total government and corporate securities

    931,881     1,008,080     483,990  

PARTICIPATION IN SECURITIZATION TRUSTS(1)

                   

Financial trusts debt securities—senior

    664,933     647,769     312,313  

Financial trusts debt securities—subordinated

    167     48,793     150,370  

Financial trusts participation certificates

    706,956     612,676     659,946  

Total

    1,372,056     1,309,238     1,122,629  

(1)
Included within "other receivables from financial transactions". Consists mainly of participations in financial trusts created pursuant to our own securitization transactions.

        As of December 31, 2015, we held securities issued by the Central Bank for a total of approximately Ps.0.7 billion, in terms of market value and book value. These amounts exceeded 10% of our shareholders' equity as of such dates and represented 2.1% of our total assets.

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Remaining Maturity of Investment Portfolio

        The following table analyzes the remaining maturities of our investment portfolio (including our holdings in senior and subordinated bonds and participation certificates in financial trusts) as of December 31, 2015 based on their terms when issued.

 
  Maturing  
 
  Within
1 year
  After 1 year
but within
5 years
  After 5 years
but within
10 years
  After
10 years
  Total Amount
as of
December 31,
2015
 
 
  (Book value in thousands of Pesos)
 

LISTED GOVERNMENT SECURITIES

                               

Holdings of Trading Securities

                               

LOCAL

                               

In Pesos:

                               

Argentine sovereign bonds in pesos maturity 2019

                     

National Treasury Bonds maturity 05/09/16 (BONAC)

    10,145                       10,145  

National Treasury Bonds maturity 09/30/16 (BONAC)

    6,345                 6,345  

National Treasury Bonds maturity 2016 (BONAR)

    6,150                 6,150  

GDP Bonds Linked Securities 2035

                     

Consolidation bonds

    1,027                 1,027  

Securities denominated in pesos discount

                     

Secured government bonds in pesos (Decree 1579/02) 2018

        7             7  

Others

                     

In Foreign Currency:

                               

Bonds to step up in dollars par maturity 2038

                     

Argentine sovereign bonds in dollars 8.28% maturity 2033

                8,446     8,446  

Argentine sovereign bonds in dollars 8.75% maturity 2024

            183         183  

Argentine sovereign bonds in dollars 2.40% maturity 2018

        79,203             79,203  

Argentine sovereign bonds in dollars 7% maturity 2015

                     

Argentine sovereign bonds in dollars 0.75% maturity 2017 (BONAD)

        56,505             56,505  

Argentine sovereign bonds in dollars 7% maturity 2017 (BONAR X)

        54,025             54,025  

Argentine sovereign bonds in dollars 4% maturity 2016 (BAADE)

    7,579                 7,579  

Argentine sovereign bonds in dollars 1.75% maturity 2016 (BONAD)

    13                 13  

Buenos Aires City bonds in dollars maturity 2019

                     

B. Pcia Bs As USD C / Discount Maturity 2017

                     

Others

                     

Total listed government securities

    31,259     189,739     183     8,446     229,627  

UNLISTED GOVERNMENT SECURITIES

                               

In Pesos:

                               

Social Security Consolidation Bonds

                     

GDP Bonds Linked Securities in pesos 2035

                     

Consolidation bonds in dollars 5th Series

                     

In Foreign Currency:

                               

GDP Bonds linked securities USD 2035

                     

Debt Securities class 3 Bs As City, maturity 2019

                     

Debt Securities class 2 Bs As City

                     

Others

                     

Total unlisted government securities

                     

SECURITIES ISSUED BY THE ARGENTINE CENTRAL BANK

                               

Listed

                               

Central Bank Bills in pesos

    645,218                 645,218  

Central Bank Notes in pesos

                     

Unlisted

                               

Central Bank Bills in pesos

    46,028                 46,028  

Central Bank Notes in pesos

                     

Total securities issued by the Argentine Central Bank

    691,246                 691,246  

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  Maturing  
 
  Within
1 year
  After 1 year
but within
5 years
  After 5 years
but within
10 years
  After
10 years
  Total Amount
as of
December 31,
2015
 
 
  (Book value in thousands of Pesos)
 

INVESTMENTS IN LISTED CORPORATE SECURITIES

                               

LOCAL

                               

Shares

    11,008                 11,008  

Total investments in listed corporate securities

    11,008                 11,008  

Total government and corporate securities

    733,513     189,739     183     8,446     931,881  

PARTICIPATION IN SECURITIZATION TRUSTS

                               

Financial trusts debt securities—senior

    133,573     531,360             664,933  

Financial trusts debt securities—subordinated

    167                 167  

Financial trusts participation certificates

    24,007     682,948             706,956  

Total

    157,747     1,214,309             1,372,056  

Weighted average yield

    27.59 %   18.66 %   7.67 %   7.55 %    

(1)
Included within "other receivables from financial transactions". Consists mainly of participations in financial trusts created pursuant to our own securitization transactions.

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Loan and Financing Portfolio

        The following table analyzes our loan and financing portfolio by type as of December 31, 2015, 2014, 2013, 2012 and 2011.

 
  Grupo Supervielle S.A.  
 
  As of December 31,  
 
  2015   2014   2013   2012   2011  
 
  (in thousands of Pesos)
 

Loans and financings

                               

To the non-financial public sector

    8,778     12,666     15,699     18,183     19,773  

To the financial sector

    181,734     3,514     36,029     63,200     54,482  

To the non-financial private sector and foreign residents:

                               

Overdrafts

    1,634,870     993,284     679,085     488,229     543,148  

Promissory notes(1)

    5,984,777     5,583,705     4,472,631     3,181,314     2,574,592  

Mortgage loans

    50,032     69,554     83,660     36,247     53,197  

Automobile and other secured loans

    104,469     168,603     225,901     219,948     197,501  

Personal loans

    6,018,601     3,631,840     2,970,622     1,509,756     1,246,834  

Credit card loans

    5,677,922     3,688,328     2,410,111     1,719,422     1,150,316  

Others

    953,574     793,192     684,219     379,876     609,906  

Plus: accrued interest, adjustments and exchange-rate differences receivable

    428,600     357,844     257,689     155,074     120,478  

Documented interest(2)

    (277,488 )   (287,605 )   (200,345 )   (110,365 )   (114,939 )

Other

    (295 )   (1,322 )   (1,012 )   (753 )   (356 )

Less: allowance for loan losses

    (617,313 )   (417,023 )   (342,000 )   (285,458 )   (166,948 )

Total loans

    20,148,261     14,596,580     11,292,289     7,374,673     6,287,984  

Other receivables from financial transactions(3)

                               

Unlisted corporate bonds

    14,243     191,372     145,718     16,114     10,792  

Others

    423,640     243,246     107,028     71,557     33,679  

Plus: accrued interest and adjustment receivables

    1     1     1     1     2  

Less: allowances

    (5,944 )   (5,221 )   (4,439 )   (3,143 )   (2,979 )

Total other receivables from financial transactions

    431,940     429,398     248,308     84,529     41,494  

Receivables from financial leases

    1,090,368     590,960     519,197     601,428     425,364  

Less: Allowances for receivables from financial leases

    (15,391 )   (7,114 )   (7,317 )   (7,090 )   (5,853 )

Total receivables from financial leases

    1,074,977     583,846     511,880     594,338     419,511  

Total financing

    21,655,178     15,609,824     12,052,477     8,053,540     6,748,989  

(1)
Consists of unsecured checks and accounts receivable deriving from factoring transactions, and unsecured corporate loans that totaled Ps.2,399.3 million, Ps.1,547.5 million, Ps.979.9 million, Ps.663.7 million and Ps.479.9 million as of December 31, 2015, 2014, 2013, 2012 and 2011, respectively.

(2)
The Bank purchases promissory notes at less than face value. Documented interest is the difference between face value and the price paid for the promissory notes, plus accrued interest, and represents the income that will accrue during the life of the promissory note. The face value of the promissory note is listed under the item "Promissory notes."

(3)
Includes only line-items within other receivables from financial transactions that are considered financings under Argentine Banking GAAP.

        As of December 31, 2015, our loan and financing portfolio (net of allowances for loan losses) amounted to Ps.21,655 million, a 38.7% increase when compared to December 31, 2014, driven by a 37% increase in loans to the non-financial private sector compared to a 37% increase of the Argentine financial system as a whole (which includes private banks, public banks and other financial institutions). If we also consider the loan portfolio outstanding in each of the financial trusts created in connection with our securitizations, the annual increase in our loan and financing portfolio was 31.6%. Loans to

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the financial and non-financial public sector as of December 31, 2015 amounted to Ps.190.5 million, Ps.174.3 million higher than the Ps.16.2 million outstanding as of December 31, 2014.

        Loan and financing portfolio, including the loan portfolio outstanding in each of the financial trusts created in connection with our securitizations, is not a measure defined by Argentine Banking GAAP. This measure represents our loan and financing portfolio as of each period end derived from our balance sheet plus the loan portfolio outstanding in each of the financial trusts created in connection with our securitizations for the same periods. The measure is an important indicator of our loan origination and administration capacity. The loan portfolio outstanding in all of the financial trusts created in connection with our securitizations totaled Ps.2.7 billion, Ps.3.1 billion and Ps.2.5 billion as of December 31, 2015, 2014 and 2013 respectively. These measures have inherent limitations, such as the lack of comparability, the absence of a standard defining how to perform calculations so that these calculations are uniformly applied and the fact that they are not audited. To mitigate these limitations, we have procedures in place to calculate these measures using the appropriate Argentine Banking GAAP or other regulations. Although these measures are frequently used in the evaluation of performance, they have the above mentioned limitations as analytical tools, and should not be considered in isolation, or as a substitute for, analysis of results as reported under Argentine Banking GAAP.

        The following table sets forth information describing variations in our loan and financing portfolio taking into account the impact of transfers to financial trusts created in connection with our securitizations as of the dates indicated below:

 
  Grupo Supervielle S.A.  
 
  As of December 31,  
 
  2015   2014   2013   2012   2011  
 
  (in thousands of Pesos)
 

Total loan and financing portfolio (net of allowances for loan losses)

    21,655,178     15,609,824     12,052,477     8,053,540     6,748,989  

Personal loan portfolio outstanding in each of the financial trusts (net of allowances for loan losses)(1)

   
2,465,621
   
2,613,915
   
2,176,414
   
2,459,941
   
1,531,042
 

Receivables from financial leases outstanding in each of the financial trusts (net of allowances for receivables from financial leases)(1)

    244,922     444,341     304,145     42,124     109,867  

Total financing including loan and financing portfolio outstanding in each of our financial trusts

   
24,365,721
   
18,668,080
   
14,533,036
   
10,555,605
   
8,389,898
 

(1)
Net of allowances for loan losses and allowances for receivables from financial leases, which together totaled Ps.74.1 million, Ps.68.1 million, Ps.83.0 million, Ps.64.3 million and Ps.27.6 million for the years ended December 31, 2015, 2014, 2013, 2012 and 2011, respectively.

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Maturity Composition of the Loan and Other Financing Portfolio

        The following table analyzes our loan and other financing portfolio as of December 31, 2015 by type and by the time remaining to maturity. Loans and financings are stated before deduction of allowances for loan losses.

 
  Maturing  
 
  Within 1 year   After 1 year
through 5 years
  After 5 years   Total
amount as of
December 31,
2015
 
 
  (in thousands of Pesos)
 

Loans

                         

To the non-financial public sector

    5,977     2,801         8,778  

To the financial sector

    109,901     71,833         181,734  

To the non-financial private sector and foreign residents:

                         

Promissory notes(1)

    4,999,764     707,525         5,707,289  

Overdrafts

    1,634,870             1,634,870  

Mortgage loans

    28,897     18,159     2,976     50,032  

Automobile and other secured loans

    56,769     47,700         104,469  

Personal loans

    2,517,422     3,501,118     62     6,018,601  

Credit card loans

    5,644,258     33,664         5,677,922  

Foreign trade loans

    481,727     12,092         493,819  

Other loans

    300,833     154,074     4,848     459,755  

Unapplied collections

    (295 )           (295 )

Accrued interests, adjustments and exchange rate differences receivable

    411,395     17,205         428,600  

Total loans

    16,191,518     4,566,171     7,886     20,765,574  

Percentage of total loan portfolio

    78.0 %   22.0 %       100.0 %

Other receivables from financial transactions

                         

Unlisted corporate bonds

    70     12,976     1,197     14,243  

Others

    412,221     11,419         423,640  

Plus: accrued interests and adjustments receivable included in the debtor classification regulation

    1             1  

Total other receivables from financial transactions

    412,292     24,394     1,197     437,884  

Percentage of total loan portfolio

    94.2 %   5.6 %   0.3 %   100.0 %

Total receivables from financial leases

    379,621     709,404     1,343     1,090,368  

Percentage of total portfolio of receivables from financial leases

    34.8 %   65.1 %   0.1 %   100.0 %

(1)
Consists of unsecured checks and accounts receivable deriving from factoring transactions.

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Interest Rate Sensitivity

        The following table analyzes our loan and other financing portfolio as of December 31, 2015 by type of interest rate. Loans and financings are stated before deduction of allowances for loan losses.

 
  As of
December 31, 2015
 
 
  Loans   Other
receivables
from financial
transactions(1)
  Receivables
from financial
leases
  Total  
 
  (in thousands of Pesos)
 

Variable rate

                         

Ps. 

    816,211         349,293     1,165,504  

Foreign currency

                 

Sub Total

    816,211         349,293     1,165,504  

Fixed rate

                         

Ps. 

    19,199,892     433,523     741,075     20,374,490  

Foreign currency

    749,471     4,361         753,832  

Sub Total

    19,949,363     437,883     741,075     21,128,322  

Total

    20,765,574     437,883     1,090,368     22,293,826  

(1)
Includes only line-items within other receivables from financial transactions that are considered financings under Argentine Banking GAAP.

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Loans and Financings—Portfolio Classification

        The following table presents our loan and other financing portfolio, before the deduction for allowances for loan losses, using the classification system of the Central Bank in effect at the end of each year indicated:

 
  Grupo Supervielle S.A.  
 
  Year ended December 31,  
 
  2015   %   2014   %   2013   %   2012   %   2011   %  
 
  (in thousands of Pesos, except percentages)
 

Loan portfolio categories

                                                             

Normal situation(1)

    19,613,596     94.5 %   14,192,413     94.53 %   11,038,865     94.9 %   7,122,305     93.0 %   6,140,370     95.2 %

Subject to special monitoring-under observation- in negotiation or subject to refinancing agreements/low risk(2)

    470,003     2.3 %   357,393     2.38 %   233,641     2.0 %   206,830     2.7 %   160,438     2.4 %

With problems/ medium risk(3)

    264,492     1.3 %   176,231     1.17 %   152,207     1.3 %   112,319     1.5 %   57,842     0.9 %

High risk of insolvency/ high risk(4)

    364,649     1.8 %   256,510     1.71 %   187,607     1.6 %   145,346     1.9 %   62,071     0.9 %

Uncollectible(5)

    52,533     0.3 %   30,668     0.20 %   21,729     0.2 %   73,170     1.0 %   34,044     0.5 %

Uncollectible, classified as such under regulatory requirements(6)

    301         387         242         162         186      

Total loans

    20,765,574     100.00 %   15,013,603     100.00 %   11,634,289     100.00 %   7,660,132     100.00 %   6,454,951     100.00 %

Other receivables from financial transactions portfolio categories

                                                             

Normal situation(1)

    407,884     93.1 %   422,043     97.11 %   243,131     96.2 %   78,681     89.7 %   40,966     92.1 %

Subject to special monitoring-under observation- in negotiation or subject to refinancing agreements/low risk(2)

    13,022     3.0 %   4,587     1.06 %   3,718     1.5 %   3,167     3.6 %   1,388     2.1 %

With problems/ medium risk(3)

    6,048     1.4 %   2,532     0.58 %   1,980     0.8 %   1,877     2.1 %   660     1.0 %

High risk of insolvency/ high risk(4)

    7,902     1.8 %   3,822     0.88 %   3,066     1.2 %   2,471     2.8 %   798     1.2 %

Uncollectible(5)

    3,028     0.7 %   1,633     0.38 %   850     0.3 %   1,476     1.7 %   661     1.0 %

Uncollectible, classified as such under regulatory requirements(6)

            1         2                      

Total Other receivables from financial transactions

    437,884     100.00 %   434,619     100.00 %   252,747     100.00 %   87,672     100.00 %   44,473     100.00 %

Categories of receivables from financial leases

                                                             

Normal situation(1)

    1,065,057     97.7 %   567,063     95.96 %   489,224     94.2 %   564,479     93.9 %   394,410     92.7 %

Subject to special monitoring-under observation- in negotiation or subject to refinancing agreements/low risk(2)

    12,113     1.1 %   12,715     2.15 %   20,285     3.9 %   24,803     4.1 %   23,933     5.6 %

With problems/ medium risk(3)

    1,674     0.2 %   6,010     1.02 %   3,099     0.6 %   3,154     0.5 %   4,464     1.0 %

High risk of insolvency/ high risk(4)

    10,987     1.0 %   1,098     0.19 %   6,045     1.2 %   8,374     1.4 %   2,081     0.5 %

Uncollectible(5)

    537         4,074     0.69 %   544     0.1 %   618     0.1 %   476     0.1 %

Uncollectible, classified as such under regulatory requirements

                0.00 %       0.0 %                

Total receivables from financial leases

    1,090,368     100.00 %   590,960     100.00 %   519,197     100.00 %   601,428     100.00 %   425,364     100.00 %

(1)
Current loans and loans up to 31 days past due on principal or interest. Borrower can readily service all financial obligations: shows strong cash flow, liquid current financial situation, adequate financial structure, punctual payment record, capable management, timely and precise available information and satisfactory internal controls. Borrower is determined to be in the top 50.0% of an industry that is performing well and has a good outlook.

(2)
Debt payment is occasionally delinquent, with arrears from 31 to 90 days. Under observation: cash flow analysis indicates that, at the time made, the customer is able to honor all financial commitments. However, there are potential situations that, unless timely controlled or corrected, may affect the customer's future payment capacity. Under negotiation or with refinancing agreements includes customers that, upon their inability to pay their obligations on agreed upon conditions, state their intention to refinance their debts within 60 days computed from the date of their default in payment.

(3)
Debt is in arrears at least 91 days and up to 180 days. Cash flow analysis evidences difficulties in servicing of debt on agreed terms, such that if the problems are not solved, they may result in some loss.

(4)
Judicial proceedings demanding payment have been initiated against the borrower, or the borrower is delinquent with arrears greater than 180 days and up to one year. Cash flow analysis demonstrates that full repayment of the borrower's obligations is highly improbable.

(5)
Loans to insolvent or bankrupt borrowers, or borrowers subject to judicial proceedings, with little or no possibility of collection, or in arrears in excess of one year. Loans in this category are considered total losses. Although these assets could have a possibility of recovery under certain future circumstances, lack of collectability is evident as of the date of analysis.

(6)
Loans to borrowers indicated by the Central Bank to be more than 180 days in arrears to any liquidated or bankrupt financial entity. Also includes loans to foreign banks and other financial institutions which are not classified as "normal" and which are not subject to the supervision of the Central Bank or other similar authority of the country of origin and which are not classified as "investment grade" by any of the rating agencies admitted to the Central Bank pursuant to Communication "A" 2729.

Amounts Past Due and Non-accrual Loans and Other Financing

        The following table analyzes our non-accrual loan and other financing portfolio, by type of loan as of the dates indicated, as well as amounts past due in our loan and other financing portfolio, by type of loan and other financing as of the dates indicated.

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        The past due loans listed in the table below include loans of the Bank and CCF past due more than 90 days and Tarjeta and Cordial Microfinanzas loans past due more than 30 days.

        Our policy for placing Bank and CCF loans on non-accrual status is prescribed by Central Bank regulations, which consider both quantitative and qualitative factors. Loans are deemed either "With problems/Medium risk," "High risk of insolvency/High risk" or "Uncollectible". Loans deemed "With problems/Medium risk" are those loans to individuals that are in arrears at least 91 days and up to 180 days, or those loans to businesses for which cash flow analysis suggests problems in normal servicing of existing debt, such that if the problems are not resolved, we may incur some loss. Loans deemed "High risk of insolvency/High risk" are (i) those of borrowers against whom judicial proceedings have been initiated for payment, (ii) those whose borrowers are delinquent with arrears greater than 180 days and up to one year, and (iii) those for which cash flow analysis suggests that full repayment of the borrower's obligations is highly improbable. Lastly, loans deemed "Uncollectible" are those (i) to insolvent or bankrupt borrowers, or borrowers subject to judicial proceedings, with little or no possibility of collection, or (ii) those in arrears in excess of one year. Loans in the "Uncollectible" category are considered total losses.

 
  Grupo Supervielle S.A.  
 
  Year ended
December 31,
 
 
  2015   2014   2013   2012   2011  
 
  (in thousands of Pesos)
 

Non-Accrual

                               

Loans

                               

To the non-financial private sector and foreign residents

                               

Overdrafts

    35,388     28,044     25,936     11,400     6,424  

Promissory notes(1)

    17,709     22,349     4,903     13,179     6,344  

Unsecured corporate loans

    36,125     10,159     13,472     15,009     2,909  

Mortgage loans

    207     403     1,018     1,169     3,636  

Automobile and other secured loans

    3,237     7,228     7,480     16,177     4,902  

Personal loans

    336,448     241,946     189,309     150,376     87,439  

Credit card loans

    244,396     152,331     119,772     128,420     49,943  

Foreign Trade Loans

    3,810         2,627     1,410     57  

Other Loans

    13,530     8,840     6,129     3,413     2,671  

Total Non-Accrual Loans

    690,850     471,300     370,645     340,552     164,324  

Other receivables from financial transactions

                               

Others

    8,103     4,762     3,344     3,596     1,278  

Total Non-Accrual Other receivables from financial transactions

    8,103     4,762     3,344     3,596     1,278  

Receivables from financial leases

    13,198     11,182     9,688     12,146     7,021  

Total Non-Accrual receivables from financial leases

    13,198     11,182     9,688     12,146     7,021  

Total Non-Accrual Financings

    712,151     487,244     383,677     356,481     172,624  

Non-Accrual Financings

                               

With Preferred Guarantees

    17,698     23,849     25,488     36,650     13,317  

With Other Guarantees

    101     96     17     239      

Without Guarantees

    694,352     463,299     358,172     319,592     159,307  

Total Non-Accrual Financings

    712,151     487,244     383,677     356,481     172,624  

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  Grupo Supervielle S.A.  
 
  Year ended
December31,
 
 
  2015   2014   2013   2012   2011  
 
  (in thousands of Pesos)
 

Past Due

                               

Loans

                               

To the non-financial private sector and foreign residents

                               

Overdrafts

    4,413     34,044     13,048     15,345     23,519  

Promissory notes(1)

    50,026     23,128     6,793     12,372     2,621  

Unsecured corporate loans

    141,557     36,397     15,476     9,526     4,633  

Mortgage loans

    47     5,685     957     3,804     746  

Automobile and other secured loans

    1,060     6,309     6,207     15,593     4,679  

Personal loans

    123,072     204,569     166,708     137,562     78,447  

Credit card loans

    256,475     115,312     95,504     115,712     43,775  

Foreign trade loans

    47,476     25,461     5,476     18,890     6,646  

Other loans

    36,629     8,434     5,088     5,187     3,292  

Total Past Due Loans

    660,755     459,339     315,257     333,992     168,358  

Other receivables from financial transactions

                               

Unlisted corporate bonds

                     

Others

    1,946     2,870     1,857     2,022     288  

Total Past Due Other receivables from financial transactions

    1,946     2,870     1,857     2,022     288  

Receivables from financial leases

    113,375     19,168     9,593     17,238     2,279  

Total Past Due Financings

    776,076     481,377     326,707     353,252     170,925  

Past Due Financings

                               

With Preferred Guarantees

    119,075     70,821     24,792     42,304     9,662  

Without Guarantees

    657,001     410,556     301,915     310,948     161,263  

Total Past Due Financings

    776,076     481,377     326,707     353,252     170,925  

(1)
Consists of unsecured checks and accounts receivable deriving from factoring transactions.

Risk Element—Interest

        The following table analyzes the gross interest income that would have been recorded in the year ended December 31, 2015 if the loans had been current in accordance with their original terms and had been outstanding throughout the period or since origination, if held for part of the period, as well as the amount of interest income on those loans that was included in net income for the period.

 
  As of
December 31, 2015
 
 
  (in thousands of Pesos)
 

Interest income that would have been recorded on non-accrual loans on which the accrual of interest was discontinued

  Ps. 30,885  

Interest on loans classified as non-accrual included in net income

    24,870  

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Table of Contents

Analysis of the Allowance for Loan Losses

        The Central Bank's regulations require financial institutions to classify certain consumer or housing loans in excess of Ps.2,500,000 as commercial loans, and allow financial institutions to classify certain commercial loans of up to Ps.2,500,000 as consumer and housing loans. See "Argentine Banking Regulation—Liquidity and Solvency Requirements—Debt Classification and Loan Loss Provisions—Credit Portfolio". As of December 31, 2015 we did not hold any consumer or housing loans in excess of Ps.2,500,000 classified as commercial loans and we held commercial loans for less than Ps.2,500,000 for which we applied the consumer and housing loan classification for a total amount of Ps.1.4 billion. The estimated impact derived from the application of this classification on our loan loss provisions and allowance for loan losses for the year ended December 31, 2015 was an increase of Ps.3.9 million in both items.

111


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        The table below sets forth annual variations in the allowances for loan losses for the years ended December 31, 2015, 2014, 2013, 2012 and 2011. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Allowances for Loan Losses." Amounts below include allowances for loans, leasing and other receivables from financial transactions.

 
  Grupo Supervielle S.A.  
 
  Year ended December 31,  
 
  2015   2014   2013   2012   2011  
 
  (in thousands of Pesos)
 

Balance at the beginning of the year

    429,358     353,756     295,691     175,780     110,524  

Provisions charged to income

    543,844     356,509     350,535     209,798     99,079  

Write-offs and reversals(1)

    (334,554 )   (280,907 )   (296,985 )   (89,887 )   (73,233 )

Other adjustments

            4,515         39,411  

Balance at the end of year

    638,648     429,358     353,756     295,691     175,780  

Provisions net of write-offs and reversals

    1.2 %   0.6 %   0.6 %   1.7 %   0.3 %

Provisions charged to income

                               

Promissory notes(2)

    2,228     33,143     18,218     16,438     10,329  

Unsecured corporate loans

    31,089     15,163     10,764     8,232     3,152  

Overdrafts

    27,392     17,752     14,967     7,102     5,318  

Mortgage loans

    58     219     984     (186 )   1,836  

Automobile and other secured loans

    941     3,928     5,831     6,008     3,050  

Personal loans

    265,770     140,817     138,146     94,630     40,358  

Credit cards loans

    185,849     126,429     112,726     62,944     23,428  

Foreign Trade Loans

    1,820     4,497     3,483     863     1,325  

Other financings

    8,507     4,179     34,213     6,896     4,855  

Other receivables from financial transactions

    5,957     6,366     4,508     4,651     2,129  

Receivables from financial leases

    14,233     4,016     6,695     2,220     3,298  

    543,844     356,509     350,535     209,798     99,079  

Write-offs and reversals

                               

Promissory notes(2)

    (6,858 )   (18,328 )   (14,477 )   (9,298 )   (4,564 )

Unsecured corporate loans

    (4,403 )   (9,191 )   (8,315 )   (1,575 )   (1,038 )

Overdrafts

    (10,895 )   (9,721 )   (8,658 )   (5,420 )   (4,639 )

Mortgage loans

    (294 )   (369 )   (601 )   (243 )   (1,379 )

Automobile and other secured loans

    (2,608 )   (4,293 )   (8,538 )   (2,153 )   (1,798 )

Personal loans

    (186,248 )   (142,797 )   (135,489 )   (47,180 )   (37,768 )

Credit cards loans

    (108,206 )   (79,733 )   (101,030 )   (16,834 )   (14,354 )

Foreign Trade Loans

        (3,842 )   (1,202 )   (2,185 )   (2,064 )

Other financings

    (3,852 )   (2,857 )   (9,016 )   (601 )   (70 )

Other receivables from financial transactions

    (5,234 )   (5,558 )   (3,191 )   (3,368 )   (3,576 )

Receivables from financial leases

    (5,956 )   (4,218 )   (6,468 )   (1,030 )   (1,984 )

    (334,554 )   (280,907 )   (296,985 )   (89,887 )   (73,233 )

(1)
Consists of decreases in the allowance for loan losses when the loan for which the allowance was created is no longer on our balance sheet because it has been written-off, or because it has been collected, in which case the allowance is reversed. Loans are 100% provisioned before being written off.

(2)
Consists of unsecured checks and accounts receivable deriving from factoring transactions.

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Allocation of the Allowance for Loan Losses and Other Financing

        The following table allocates the allowance for loan and other financing losses by category of loans and sets forth the percentage distribution of the total allowances for each of the years ended December 31, 2015, 2014, 2013, 2012 and 2011. Amounts below include allowances for loans, leasing and other receivables from financial transactions.

 
  Grupo Supervielle S.A.  
 
  Year ended December 31,  
 
  2015   2014   2013   2012   2011  
 
  Amount   % of
Total
Financing
  % of
Financing
Category
  Amount   % of
Total
Financing
  % of
Financing
Category
  Amount   % of
Total
Financing
  % of
Financing
Category
  Amount   % of
Total
Financing
  % of
Financing
Category
  Amount   % of
Total
Financing
  % of
Financing
Category
 
 
  (in thousands of Pesos, except percentages)
 

Loans:

                                                                                           

Promissory notes(1)

    53,627     8.4 %   8.7 %   54,891     12.8 %   13.2 %   42,726     12.1 %   12.5 %   35,814     12.1 %   12.5 %   25,688     14.6 %   15.4 %

Unsecured corporate loans

    50,545     7.9 %   8.2 %   22,387     5.2 %   5.4 %   17,660     5.0 %   5.2 %   13,806     4.7 %   4.8 %   5,967     3.4 %   3.6 %

Overdrafts

    43,902     6.9 %   7.1 %   26,601     6.2 %   6.4 %   19,888     5.6 %   5.8 %   11,665     3.9 %   4.1 %   8,984     5.1 %   5.4 %

Mortgage loans               

    815     0.1 %   0.1 %   1,016     0.2 %   0.2 %   1,295     0.4 %   0.4 %   790     0.3 %   0.3 %   1,153     0.7 %   0.7 %

Automobile and other secured loans

    2,535     0.4 %   0.4 %   4,244     1.0 %   1.0 %   5,147     1.5 %   1.5 %   7,723     2.6 %   2.7 %   3,207     1.8 %   1.9 %

Personal loans

    225,616     35.3 %   36.5 %   149,508     34.8 %   35.9 %   122,147     34.5 %   35.7 %   96,143     32.5 %   33.7 %   57,181     32.5 %   34.3 %

Credit card loans

    212,423     33.3 %   34.4 %   135,790     31.6 %   32.6 %   113,075     32.0 %   33.1 %   108,502     36.7 %   38.0 %   49,491     28.2 %   29.6 %

Foreign Trade Loans

    11,212     1.8 %   1.8 %   8,055     1.9 %   1.9 %   8,868     2.5 %   2.6 %   5,439     1.8 %   1.9 %   6,693     3.8 %   4.0 %

Other financings:

    16,638     2.6 %   2.7 %   14,531     3.4 %   3.5 %   11,194     3.2 %   3.3 %   5,577     1.9 %   2.0 %   8,585     4.9 %   5.1 %

Total Loans               

    617,313     96.7 %   100.0 %   417,023     97.1 %   100.0 %   342,000     96.7 %   100.0 %   285,458     96.5 %   100.0 %   166,948     95.0 %   100.0 %

Other receivables from financial transactions

    5,944     0.9 %   100.0 %   5,221     1.2 %   100.0 %   4,439     1.3 %   100.0 %   3,143     1.1 %   100.0 %   2,979     1.7 %   100.0 %

Receivables from financial leases

    15,391     2.4 %   100.0 %   7,114     1.7 %   100.0 %   7,317     2.1 %   100.0 %   7,090     2.4 %   100.0 %   5,853     2.4 %   100.0 %

Total

    638,648     100.0 %   100.0 %   429,358     100.0 %   100.0 %   353,756     100.0 %   100.0 %   295,691     100.0 %   100.0 %   175,780     100.0 %   100.0 %

(1)
Consists of unsecured checks and accounts receivable deriving from factoring transactions.

113


Table of Contents

Loans and Other Financing Portfolio by Economic Activity

        The table below analyzes our loan and other financing portfolio according to the borrower's main economic activity as of December 31, 2015, 2014, 2013, 2012 and 2011. Amounts below include allowances for loans, leasing and other receivables from financial transactions.

 
  Grupo Supervielle S.A.  
 
  As of
December 31,
 
 
  2015   2014   2013   2012   2011  
 
  Loan
Portfolio
  % of Loan
Portfolio
  Loan
Portfolio
  % of Loan
Portfolio
  Loan
Portfolio
  % of Loan
Portfolio
  Loan
Portfolio
  % of Loan
Portfolio
  Loan
Portfolio
  % of Loan
Portfolio
 
 
  (in thousands of Pesos, except percentages)
 

Oils and oilseeds

    40,392     0.18 %   35,021     0.22 %   90,159     0.73 %   61,443     0.74 %   50,985     0.74 %

Agriculture, crops and fruit

    780,888     3.50 %   1,008,363     6.29 %   752,418     6.06 %   402,295     4.82 %   382,018     5.52 %

Manufactured foodstuff, cattle beef

    373,955     1.68 %   260,980     1.63 %   272,804     2.20 %   70,484     0.84 %   107,015     1.55 %

Household items, sales / Trading

    162,113     0.73 %   127,949     0.80 %   308,531     2.49 %   159,950     1.92 %   198,232     2.86 %

Automotive vehicles and car parts

    267,917     1.20 %   522,760     3.26 %   300,554     2.42 %   261,202     3.13 %   204,546     2.95 %

Sugar

    117,589     0.53 %   185,419     1.16 %   113,845     0.92 %   148,461     1.78 %   104,443     1.51 %

Foreign and local banks

            22,801     0.14 %   108,422     0.87 %   2,486,887     29.79 %   77,377     1.12 %

Alcoholic beverages

    135,636     0.61 %   104,815     0.65 %   38,592     0.31 %   31,795     0.38 %   26,508     0.38 %

Civil construction

    590,772     2.65 %   253,976     1.58 %   180,836     1.46 %   98,769     1.18 %   17,909     0.26 %

Road works and specialized construction

    1,090,153     4.89 %   630,765     3.93 %   307,690     2.48 %   213,008     2.55 %   336,263     4.86 %

Cooperatives and small financial institutions

    339,852     1.52 %   311,261     1.94 %   344,283     2.78 %   176,938     2.12 %   479,702     6.93 %

Private and public mail services

    36,510     0.16 %   48,718     0.30 %   51,203     0.41 %   46,995     0.56 %   33,848     0.49 %

Cattle raising

    116,047     0.52 %   85,763     0.53 %   68,659     0.55 %   45,539     0.55 %   39,577     0.57 %

Leather

    73,699     0.33 %   90,456     0.56 %   49,776     0.40 %   247,684     2.97 %   37,957     0.55 %

Electricity and gas distribution

    66,588     0.30 %   108,440     0.69 %   47,162     0.38 %   50,016     0.60 %   18,210     0.26 %

Home appliances, audio and video devices, production and importation

    61,281     0.27 %   121,088     0.75 %   165,025     1.34 %   85,633     1.02 %   73,135     1.06 %

Hydrocarbon extraction and production

    12,610     0.06 %   138,053     0.86 %   88,623     0.71 %   245,866     2.94 %   69,857     1.01 %

Families and individuals(1)

    13,733,797     61.60 %   7,804,466     48.66 %   5,981,333     48.21 %   1,196,950     14.34 %   2,856,736     41.25 %

Hypermarkets and supermarkets

    391,316     1.76 %   580,535     3.62 %   349,912     2.82 %   13,947     0.17 %   150,190     2.17 %

Machines and tools—Production, sale and/or lease

    183,052     0.82 %   122,331     0.76 %   85,910     0.69 %   49,240     0.59 %   61,815     0.89 %

Motorcycles, parts and accessories

                0.00 %       0.00 %   37,070     0.44 %   63,852     0.92 %

Paper and cardboard

    70,663     0.32 %   52,404     0.33 %   45,642     0.37 %   28,990     0.35 %   40,465     0.58 %

Plastic—Manufactures

    309,765     1.39 %   247,564     1.55 %   273,101     2.20 %   192,790     2.31 %   157,825     2.28 %

Metal products

    56,168     0.25 %   59,907     0.37 %   47,547     0.38 %   156,321     1.87 %   24,229     0.35 %

Pharmaceutical products and laboratories

    243,158     1.09 %   203,976     1.27 %   137,143     1.11 %   98,855     1.18 %   93,814     1.35 %

Chemical products

    68,864     0.31 %   156,895     0.98 %   26,652     0.21 %   26,946     0.32 %   22,891     0.33 %

Waste collection and recycling

    273,732     1.23 %   88,991     0.55 %   59,604     0.48 %   21,867     0.26 %   11,454     0.17 %

Corporate services

    88,831     0.40 %   72,080     0.45 %   64,989     0.53 %   358,700     4.30 %   32,856     0.47 %

Health services

    59,358     0.27 %   101,869     0.64 %   67,961     0.55 %   34,966     0.42 %   30,235     0.44 %

Mineral extraction and production

    69,567     0.31 %   58,143     0.36 %   62,169     0.50 %   45,204     0.54 %   24,901     0.36 %

Telecommunications

    5,402     0.02 %   9,988     0.06 %   12,441     0.10 %   6,247     0.07 %   10,430     0.15 %

Textile industry

    250,000     1.12 %   258,411     1.61 %   235,666     1.90 %   131,964     1.58 %   128,723     1.86 %

Cargo transportation

    322,362     1.45 %   330,371     2.06 %   230,617     1.86 %   171,348     2.05 %   98,337     1.42 %

Wine industry

    396,564     1.78 %   369,166     2.30 %   274,601     2.21 %   155,041     1.86 %   104,348     1.50 %

Real estate agencies

    42,974     0.19 %   88,897     0.55 %   28,578     0.23 %   30,736     0.37 %   31,948     0.46 %

Other(2)

    1,462,251     6.56 %   1,376,560     8.59 %   1,133,785     9.14 %   759,085     9.09 %   722,157     10.43 %

Total

    22,293,826     100 %   16,039,182     100 %   12,406,233     100 %   8,349,231     100 %   6,924,788     100 %

(1)
Loans for personal consumption.

(2)
Includes all other industries. None of such industries exceeds 1% of the total loan and other financing portfolio.

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Composition of Deposits

        The following table sets out the composition of each category of deposits by currency of denomination that exceeded 10% of average total deposits at December 31, 2015, 2014 and 2013.

 
  Year ended December 31,  
 
  2015   2014   2013  
 
  Average
balance
  Average
nominal
rate
  Average
balance
  Average
nominal
rate
  Average
balance
  Average
nominal
rate
 
 
  (in thousands of Pesos, except percentages)
 

Deposits in domestic bank offices by local depositors

                                     

Non-interest-bearing checking accounts

                                     

Average

                                     

Pesos

    4,766,849     0.0 %   3,424,719     0.0 %   2,527,816     0.0 %

Dollars

    99,828     0.0 %   81,673     0.0 %   85,637     0.0 %

Total

    4,866,677     0.0 %   3,506,392     0.0 %   2,613,453     0.0 %

Checking and savings accounts

                                     

Average

                                     

Pesos

    4,622,839     0.1 %   3,042,411     0.1 %   2,349,473     0.1 %

Dollars

    286,579     0.1 %   176,317     0.1 %   125,878     0.1 %

Total

    4,909,418     0.1 %   3,218,728     0.1 %   2,475,351     0.1 %

Time deposits

                                     

Average

                                     

Pesos

    8,952,849     24.8 %   7,107,818     22.5 %   5,151,063     16.1 %

Dollars

    337,459     0.1 %   310,746     0.7 %   244,176     0.7 %

Total

    9,290,308     24.0 %   7,418,564     21.6 %   5,395,239     15.4 %

Deposits in domestic bank offices by foreign depositors

                                     

Non-interest-bearing checking accounts

                                     

Average

                                     

Pesos

    51           71           113        

Dollars

                               

Total

    51           71           113        

Checking and savings accounts

                                     

Average

                                     

Pesos

    1416           719           863        

Dollars

    315           130           68        

Total

    1,731           849           931        

Time deposits

                                     

Average

                                     

Pesos

    331           1,091           166        

Dollars

                               

Total

    331           1,091           166        

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Table of Contents

Maturity of Deposits

        The following table sets forth information regarding the maturity of our deposits exceeding Ps.100,000 at December 31, 2015.

 
  At December 31, 2015  
 
  (in thousands of Pesos)
 

Time Deposits

       

Within 3 months

    9,405,257  

After 3 months but within 6 months

    296,302  

After 6 months but within 12 months

    68,616  

Over 12 months

    3,078  

Total Time Deposits(1)

    9,773,253  

(1)
Only principal. Excludes the CER adjustment.

Short-term Borrowings

        The table below shows our short-term borrowings as of the dates indicated.

 
  At December 31,  
 
  2015   2014   2013  
 
  Amount   Annualized
Rate
  Amount   Annualized
Rate
  Amount   Annualized
Rate
 
 
  (in thousands of Pesos, except percentages)
 

International banks and Institutions:

                                     

Total amount outstanding at the end of the reported period

    128,188     4.2 %   53,640     5.7 %   41,489     4.5 %

Average during period

    125,731     2.8 %   93,249     3.1 %   38,379     6.9 %

Maximum monthly average

    264,735           141,347           46,617        

Financing received from Argentine financial institutions:

   
 
   
 
   
 
   
 
   
 
   
 
 

Total amount outstanding at the end of the reported period

    618,775     31.9 %   378,571     26.4 %   324,332     24.7 %

Average during period

    398,927     28.8 %   378,152     29.5 %   377,330     21.5 %

Maximum monthly average

    585,775           488,257           507,078        

Other(1)

   
 
   
 
   
 
   
 
   
 
   
 
 

Total amount outstanding at the end of the reported period

    1,709,103     0.0 %   1,419,633     0.0 %   845,511     0.0 %

Average during year

    1,477,502     0.0 %   1,080,003     0.0 %   804,335     0.0 %

Maximum monthly average

    1,988,276           1,377,984           981,161        

Unsubordinated Corporate Bonds

   
 
   
 
   
 
   
 
   
 
   
 
 

Total amount outstanding at the end of the reported period

    831,848     28.9 %   296,052     24.3 %   456,674     23.8 %

Average during year

    599,742     26.3 %   453,270     26.7 %   422,773     21.4 %

Maximum monthly average

    831,848           601,057           564,748        

(1)
Includes mainly collections and other transactions on behalf of third parties, miscellaneous (payment orders abroad) and social security payment orders pending settlement.

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Return on Equity and Assets

        The following table presents certain selected financial information and ratios for the dates indicated.

 
  Year ended December 31,  
 
  2015   2014   2013  
 
  (in thousands of Pesos, except percentages)
 

Net Income

    674,109     362,920     372,990  

Average total assets

    26,961,165     20,066,019     14,645,841  

Average shareholders' equity

    2,094,750     1,601,589     1,212,654  

Shareholders' equity at the end of the period

    2,373,710     1,706,986     1,352,408  

Net income as a percentage of:

                   

Average total assets

    2.5 %   1.8 %   2.5 %

Average shareholders' equity

    32.2 %   22.7 %   30.8 %

Declared cash dividends

    25,162     7,385     8,342  

Dividend payout ratio

    3.7 %   2.0 %   2.2 %

Average shareholders' equity as a percentage of average total assets

    7.8 %   8.0 %   8.3 %

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Minimum Capital Requirements

        Our main subsidiary, the Bank, is required to satisfy minimum capital requirements. The following table sets forth the Bank and CCF's consolidated minimum capital requirements set by the Superintendency as of the dates indicated.

 
  Year ended December 31,  
 
  2015   2014   2013  
 
  (in thousands of Pesos)
 

Calculation of excess capital:

                   

Allocated to assets at risk

    2,082,489     1,497,829     1,137,314  

Allocated to Bank premises and equipment, intangible assets and equity investment assets

    102,252     81,876     40,906  

Market risk

    30,741     51,073     32,704  

Interest rate risk

             

Public sector and securities in investment account

    16,739     7,516     16,412  

Operational Risk

    512,948     467,629     351,912  

Required minimum capital under Central Bank regulations

    2,745,169     2,105,923     1,579,248  

Basic net worth

    2,597,534     2,033,758     1,531,341  

Complementary net worth

    662,679     532,097     444,050  

Deductions

    (291,653 )   (228,529 )   (203,125 )

Total capital under Central Bank regulations

    2,968,560     2,337,326     1,772,266  

Excess capital

    223,391     231,403     193,018  

Credit Risk Weighted Assets(1)

    25,248,691     18,310,384     13,762,992  

Risk Weighted Assets(2)

    34,314,613     26,324,038     19,740,600  

Selected capital and liquidity ratios:

                   

Regulatory capital/credit risk weighted assets

    11.8 %   12.8 %   12.9 %

Regulatory capital/risk weighted assets          

    8.7 %   8.9 %   9.0 %

Average shareholders' equity as a percentage of average total assets

    9.5 %   9.5 %   9.6 %

Total liabilities as a multiple of total shareholders' equity

    10.9x     10x     9.9x  

Cash as a percentage of total deposits

    28.5 %   21.5 %   20.7 %

Liquid assets as a percentage of total deposits(3)

    32.2 %   26.4 %   24.4 %

Extended liquid assets as a percentage of total deposits(4)

    43.1 %   43.2 %   46.4 %

(1)
Credit Risk Weighted Assets is calculated by applying the respective credit risk-weights to our assets, following Central Bank regulations. It does not include market risk or operational risk.

(2)
Risk Weighted Assets is calculated by multiplying the required minimum capital under Central Bank regulations by 12.5. The minimum capital requirement includes credit risk, market risk and operational risk. This calculation has been applicable since 2013.

(3)
Liquid assets include cash and securities issued by the Central Bank (LEBACs and NOBACs).

(4)
Extended liquid assets include cash, securities issued by the Central Bank (LEBACs and NOBACs) and our promissory notes portfolio with a final maturity currently of 90 days.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        This section contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including, without limitation, those set forth in "Forward-looking Statements," "Risk Factors," and the matters set forth in this prospectus generally.

        This discussion should be read in conjunction with our audited consolidated financial statements which are included elsewhere in this prospectus.

Overview

        We are a private domestically-owned financial group with a long-standing presence in the Argentine financial system and a leading competitive position in certain attractive market segments. We are controlled by the Supervielle family, which entered the Argentine banking sector in 1887. We own the fifth largest Argentine private domestically-owned bank in terms of assets. We maintain a strong geographic presence in the City of Buenos Aires and the Greater Buenos Aires metropolitan area, which is Argentina's most commercially significant and highly populated area, and we are leaders in terms of our banking network in some of Argentina's most dynamic regions, including Mendoza and San Luis. The Bank, which consolidated with CCF, is our main asset, comprising 97.3% of our total assets, and has a history of strong growth. Between the 2011-2015 period, our loan portfolio grew at a CAGR of 34.7%, as compared to an average of 31.1% for the private financial system in Argentina for the same period according to the Central Bank. As of December 31, 2015, we served over two million customers, and our assets totaled Ps.33.0 billion (approximately US$2.5 billion), in addition to Ps.5.9 billion (approximately US$450 million) of assets managed by SAM. As of December 31, 2015, the Bank and CCF accounted for 89.3% and 8.0% of our total assets, respectively.

        As of December 31, 2015 and 2014, according to calculations performed based on Central Bank and other third party information, our share of the Argentine private bank market for the products or segments indicated below was:

    Personal loans: a 5.9% market share as of December 31, 2015, compared to a 5.0% market share as of December 31, 2014;

    Active Mastercard credit cards: an 8.4% market share as of December 31, 2015, compared to a 9.1% market share as of December 31, 2014; and

    Leasing: a 9.6% market share, and a market share greater than 11.0% when taking into account our securitized leasing portfolio as of December 31, 2015, compared to market shares of 6.3% and 10%, respectively, as of December 31, 2014.

        According to the most recent publicly available information based on data published by the Central Bank as of November 30, 2015, we had a 7.5% market share in factoring, compared to a 9.8% market share as of December 31, 2014;

        As of the nine-month period ended September 30, 2015:

    Deposits among private banks in the Mendoza and San Luis regions: a 19.1% and 53.1% market share, respectively; and

    Total loans among private banks in the Mendoza and San Luis regions: a 14.4% and 48.9% market share, respectively.

        In the years ended December 31, 2015 and 2014, respectively,

    The Bank originated 38.1% and 45.1% of all bank asset securitizations in the Argentine market;

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    We originated 9.6% and 16.2% of all asset securitizations in the Argentine market; and

    We managed 12.9% and 12.9% of all social security payments to senior citizens in Argentina.

        We offer diverse financial products and services that are specifically tailored to cover the different needs of our customers through a multi-brand and multi-channel platform. We have developed a multi-brand business model to differentiate the financial products and services we offer to a wide spectrum of individuals, SMEs and medium to large-sized companies in Argentina. Our infrastructure supports our multi-channel distribution strategy with a strategic national footprint through 325 access points, which include 110 bank branches, 67 senior citizen service centers, 11 banking payment and collection centers, 66 CCF sales points located in Walmart supermarkets, 61 consumer financing branches and other sale points, 9 microfinance branches, 491 ATMs and 158 self-service terminals. As of December 31, 2015, we had a 5.0% market share in terms of branches and ATMs among private Argentine banks according to Central Bank information. In February 2016, the Central Bank approved our request to convert 35 of our 67 senior citizen service centers into full bank branches. As a result, as of the date of this prospectus, we have 145 bank branches and 32 senior citizen service centers.

        Building on our banking sector expertise, we identify cross-selling opportunities and offer targeted products to our customers at each point of contact, including by acting as the exclusive on-site provider of financial services to Walmart Argentina customers at each of Walmart Argentina's 108 supermarkets located in 21 provinces.

        As of December 31, 2015 and 2014, on a consolidated basis, we had:

    Over two million customers, including 1.7 million retail customers of the Bank and approximately 0.4 million retail customers of our other subsidiaries, 14,774 small businesses and 4,492 SMEs and large-sized companies as of December 31, 2015, compared to over two million customers, including 1.6 million retail customers of the Bank and approximately 0.4 million retail customers of our other subsidiaries, 12,389 small businesses and 3,957 SMEs and large-sized companies as of December 31, 2014;

    Ps.33.0 billion in total assets as of December 31, 2015, compared to Ps.23.2 billion in total assets as of December 31, 2014;

    Ps.20.0 billion in loans to the private sector and Ps.1.1 billion in financial leases as of December 31, 2015, compared to Ps.14.6 billion in loans to the private sector and Ps.584 million in financial leases as of December 31, 2014;

    Ps.1.3 billion in senior and subordinated bonds and participation certificates in financial trusts (which held Ps.2.8 billion in personal loans and financial leases) created in connection with our securitization transactions as of December 31, 2015, compared to Ps.1.3 billion in senior and subordinated bonds and participation certificates in financial trusts (which held Ps.3.1 billion in personal loans and financial leases) created in connection with our securitization transactions as of December 31, 2014;

    Ps.23.7 billion in deposits, including Ps.22.3 billion from the private sector, Ps.251.0 million from the financial sector and Ps.1.2 billion from the non-financial public sector as of December 31, 2015, compared to Ps.16.9 billion in deposits, including Ps.15.3 billion from the financial sector and Ps.1.4 billion from the non-financial public sector as of December 31, 2014;

    Ps.2.4 billion in shareholders' equity as of December 31, 2015, compared to Ps.1.7 billion in shareholders' equity as of December 31, 2014; and

    4,843 employees as of December 31, 2015, compared to 4,579 employees as of December 31, 2014.

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        We have developed a segmentation strategy of our customer base to target the specific needs of each category of customers. Our business model has allowed us to deliver sustained levels of growth and profitability.

        Between 2013 and 2015 the Bank's loan portfolio grew at a CAGR of 31.5%, as compared to 29.7% for private banks in Argentina. The Bank's annualized ROAE was 28.5%, 35.2%, 27.7%, 27.3% and 24.9% for the fiscal years ended December 31, 2011, 2012, 2013, 2014 and 2015, respectively, compared to an average annualized ROAE of 25.6%, 26.4%, 29.1%, 32.1% and 31.2% for private banks in Argentina over the same periods. The Bank achieved net interest margins of 12.5%, 15.1%, 15.0%, 16.7% and 17.3% for the fiscal years ended December 31, 2011, 2012, 2013, 2014 and 2015, respectively, which compares favorably to averages for private banks in Argentina of 10.6%, 12.3%, 12.5%, 14.2% and 15.0% for the fiscal years ended December 31, 2011, 2012, 2013, 2014 and 2015, respectively. As of December 31, 2015, the Bank accounted for 3.7% of all loans held by private banks in Argentina and 3.1% of all deposits maintained with such banks, compared to 3.1% and 2.8%, respectively, in 2011.

        Our technology-based sales model enhances our ability to offer customers efficient, high quality service. The Bank has made significant investments in its ATMs and self-service terminal network, doubling the network from 2010 to 2015. We were the first bank in Argentina to use biometrics technology as part of our distribution channels. We also have technology scoring systems that allow for an efficient credit-related decision-making process.

Financial Presentation

        Our consolidated financial statements are prepared in accordance with Argentine Banking GAAP. Argentine Banking GAAP differs in certain significant respects from U.S. GAAP and from Argentine GAAP. Note 35 to our audited consolidated financial statements provides a description of the principal differences between Argentine Banking GAAP and U.S. GAAP, as they relate to us, and a reconciliation to U.S. GAAP of net income and shareholders' equity as of and for the years ended December 31, 2015 and 2014.

        Our segment disclosure for the years ended December 31, 2015, 2014 and 2013 is presented on a basis that corresponds with our internal reporting structure and is consistent with the manner in which our Board of Directors regularly evaluates the components of our operations in deciding how to allocate resources and in assessing the performance of our business.

        We measure the performance of each of our business segments primarily in terms of net income (i.e., net revenues—or financial income and service fee income, net of financial expenses and service fee expenses—after deducting loan loss provisions and administrative costs directly attributable to the segment). Net income excludes the financial expenses incurred by Grupo Supervielle at the holding level in connection with its funding arrangements (although substantially all the proceeds of such arrangements have been contributed as capital to the subsidiaries through which the segments are operated), as well as transactions between segments, which are reflected under "Adjustments."

        We operate our business along the following segments:

    Retail Banking:  Through the Bank, we offer our retail customers a full range of financial products and services, including personal loans, deposit accounts, purchase and sale of foreign exchange and precious metals and credit cards, among others.

    Corporate Banking:  Through the Bank, we offer large corporations, medium-sized companies and small businesses a full range of products, services and financial assessment including factoring, leasing, foreign trade finance and cash management.

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    Treasury:  The Treasury segment is primarily responsible for the allocation of the Bank's liquidity according to the needs and opportunities of the Retail Banking segment, the Corporate Banking segment and its own needs and opportunities. The Treasury segment implements the Bank's financial risk management policies, manages the Bank's trading desks, distributes treasury products such as debt securities, and develops businesses with wholesale financial and non-financial clients.

    Consumer Finance:  Through CCF and Tarjeta, we offer credit card services and loans to the middle and lower-middle-income sectors. We also offer consumer loans, credit cards and insurance products through an exclusive agreement with Walmart Argentina.

    Insurance: Through Supervielle Seguros, we offer insurance products, with a focus on life insurance, to targeted customer segments.

    Asset Management & Other Services:  We also offer a variety of other services to our customers, including asset management, microcredit financing (through Cordial Microfinanzas), mutual fund products (through SAM) and non-financial products and services (through Espacio Cordial).

The Argentine Economy and Financial System

        In 2010, the Argentine economy benefitted indirectly from measures adopted by industrialized countries to face the global economic crisis. GDP grew at an annual rate of 9.5% according to INDEC. This growth was largely driven by increases in private consumption and exports and the performance of the agricultural and industrial sectors.

        In 2011, Argentina's GDP increased 8.4% when compared to 2010, primarily a result of an increase in private consumption.

        Strong growth in domestic demand continued putting pressure on inflation. According to INDEC, Argentina recorded 9.5% inflation in 2011, slightly lower than that recorded in 2010. Eleven provinces in Argentina, however, recorded much higher levels of inflation than that calculated by INDEC, on average reporting inflation in 2011 at 20%.

        In 2012, the Argentine economy grew slightly at 0.8% according to INDEC, as domestic investment contracted primarily as a result of a decrease in construction and capital goods imports.

        According to the Central Bank, total deposits increased by Ps.133.2 billion in 2012, representing a 28.8% increase from 2011. Public sector deposits increased by Ps.33.8 billion in 2012, representing a 26.0% increase from 2011. Non-financial private sector deposits increased by Ps.99.4 billion in 2012, representing a 30.3% increase from 2011, primarily driven by a Ps.112.1 billion increase, or a 41.2% increase, in Peso deposits. Further, in 2012, foreign currency deposits declined by Ps.8.5 billion or 14.8%. In terms of Peso deposits, the most significant were time deposits, which increased by Ps.55.0 billion or 49.6% from 2011. Checking accounts increased by Ps.26.4 billion or 34.4% from 2011 and savings accounts increased by Ps.27.6 billion or 37.5% from 2011.

        Total loans increased by Ps.101.6 billion in 2012, representing a 30.6% increase from 2011. Non-financial private sector loans increased by Ps.92.0 billion or 31.5% from 2011. This increase was mainly due to an increase in loans denominated in Pesos, which grew by Ps.102.5 billion or 41.6% from 2011, while foreign currency loans decreased by Ps.13.6 billion or 33.8%. The total amount of Peso loans increased in almost every category. With respect to loans to businesses, overdrafts increased by Ps.15.8 billion or 53.8% and secured loans increased by Ps.28.3 billion or 52.7%. With respect to consumer credit, credit card loans increased by Ps.18.1 billion or 42.1% and personal loans grew by Ps.16.6 billion or 28.4%. Finally, mortgages and pledge loans registered an increase of Ps.8.0 billion or 29.2% and Ps.5.8 billion or 35.0, respectively.

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        In 2013, the Central Bank reported that total deposits increased by Ps.156.7 billion in 2013, representing a 26.3% increase from 2012. Public sector deposits increased by Ps.38.7 billion, representing a 23.7% increase from 2012. Non-financial private sector deposits increased by Ps.116.5 billion in 2013, representing a 27.2% increase from 2012, primarily driven by a Ps.111.8 billion increase, or a 29.1% increase, in Peso deposits. Further, in 2013, foreign currency deposits increased by Ps.6.9 billion or 14.1%. In terms of Peso deposits, the most significant were time deposits, which increased by Ps.54.6 billion or 32.9% from 2012. Checking accounts increased by Ps.22.0 billion or 21.4% from 2012 and savings accounts increased by Ps.31.3 billion or 31.0% from 2012.

        Total loans also increased by Ps.129.4 billion in 2013, representing a 29.8% increase from 2012. Non-financial private sector loans increased by Ps.118.2 billion or 30.8% from 2012. This increase was mainly due to an increase in loans denominated in Pesos, which grew by Ps.119.9 billion or 34.3% from 2012, while foreign currency loans declined by Ps.3.1 billion or 11.7% from 2012. The total amount of Peso loans increased in almost every category. With respect to loans to businesses, overdrafts increased by Ps.7.6 billion or 16.8% and secured loans increased by Ps.35.0 billion or 42.7%. With respect to consumer credit, credit card loans increased by Ps.27.3 billion or 44.8% and personal loans grew by Ps.23.7 billion or 31.5%. Finally, mortgages and pledge loans registered an increase of Ps.8.6 billion or 24.2% and Ps.9.3 billion or 41.4%, respectively.

        In 2014, total deposits increased by Ps.227.0 billion, representing a 30.2% increase from 2013, as reported by the Central Bank. Public sector deposits increased by Ps.53.5 billion in 2014, representing a 26.4% increase from 2013. Non-financial private sector deposits increased by Ps.170.6 billion in 2014, representing a 31.3% increase from 2013, primarily driven by a Ps.152.2 billion increase, or a 30.7% increase in Peso deposits. Further, in 2014, foreign currency deposits increased by Ps.0.5 billion or 5.8%. In terms of Peso deposits, the most significant were savings accounts, registering a Ps.43.2 billion or 32.6% increase from 2013, followed by checking accounts, which increased by Ps.41.4 billion or 33.0% from 2013. Moreover, time deposits increased by Ps.62.6 billion or 28.4% from 2013.

        The Central Bank reported that total loans increased by Ps.102.9 billion in 2014, representing an 18.3% increase from 2013. Non-financial private sector loans increased by Ps.102.2 billion or 20.4% from 2013. This increase was mainly due to an increase in loans denominated in Pesos, which grew by Ps.94.8 billion or 20.2% from 2013, while foreign currency loans increased by Ps.4.9 billion or 20.8%. The total amount of Peso loans increased in almost every category. With respect to loans to businesses, overdrafts increased by Ps.12.1 billion or 23.0% and secured loans increased by Ps.21.2 billion or 18.1%. With respect to consumer credit, credit card loans increased by Ps.33.0 billion or 37.3% and personal loans grew by Ps.19.0 billion or 19.2%. Finally, mortgages and pledge loans registered an increase of Ps.4.0 billion or 9.1% and Ps.1.1 billion or 3.4%, respectively.

        In 2015, total deposits increased by Ps.375.0 billion, representing a 38.3% increase from 2014, as reported by the Central Bank. Public sector deposits increased by Ps.33.6 billion in 2015, representing a 13.1% increase from 2014. Non-financial private sector deposits increased by Ps.337.3 billion in 2015, representing a 47.2% increase from 2014, primarily driven by a Ps.263.5 billion increase, or a 40.7% increase in Peso deposits. Further, in 2015, foreign currency deposits increased by Ps.78.8 billion or 101.8%. In terms of Peso deposits, the most significant were time deposits, which increased by Ps.159.0 billion or 56.1% from 2014, followed by savings accounts, registering a Ps.57.7 billion increase or 32.8% increase from 2014, and checking accounts, which increased by Ps.42.0 billion or 25.2% from 2014.

        The Central Bank reported that total loans increased by Ps.245.6 billion in 2015, representing a 36.9% increase from 2014. Non-financial private sector loans increased by Ps.223.9 billion or 37.1% from 2014. This increase was mainly due to an increase in loans denominated in Pesos, which grew by Ps.208.5 billion or 37.0% from 2014, while foreign currency loans increased by Ps.10.5 billion or 37.0%. The total amount of Peso loans increased in almost every category. With respect to loans to businesses,

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overdrafts increased by Ps.21.9 billion or 33.7% and secured loans increased by Ps.54.6 billion or 39.5%. With respect to consumer credit, credit card loans increased by Ps.65.7 billion or 54.2% and personal loans grew by Ps.44.0 billion or 37.4%. Finally, mortgages and pledge loans each registered an increase of Ps.7.4 billion, representing an increase of 15.4% and 22.6%, respectively.

        In 2011, financial intermediation activity continued to increase. At the same time, the financial system experienced an additional reduction in delinquencies. According to the Central Bank, the percentage of non-performing loans in the private sector decreased to 1.4% of the total debt portfolio at December 2011, which was at the lowest level in 11 years. The reduction was widespread across all credit lines and categories of borrowing. The low default trend continued in 2012, although it increased slightly from 1.4% to 1.7%, still remaining at historically low levels. In 2013, the default rate remained constant at 1.7%, in 2014 increased to 2.0% and in 2015 decreased to 1.7%.

        According to the Central Bank, ROAA was 4.1% in 2015, 4.1% in 2014, 3.4% in 2013, 2.9% in 2012 and 2.7% in 2011; and ROAE for the financial system was 32.4% in 2015, 32.7% in 2014, 29.5% in 2013, 25.7% in 2012 and 25.3% in 2011. Further, the Central Bank indicated that the interest rate margin increased to 11.8% and 11.7% of assets in 2015 and 2014, respectively. Net income from services represented 4.2% of assets in 2015 compared to 4.3% in 2014, 4.3% in 2013, 4.2% in 2012 and 3.9% in 2011. Loan loss provisions resulting from the increase in private loan delinquencies totaled 0.9% of assets in 2015, compared to 1.0% of assets in 2014, 1.1% in 2013, 0.9% in 2012 and 0.7% in 2011.

        According to the Central Bank and INDEC, loans to the private sector, as a percentage of GDP, were 12.1% as of December 31, 2014. Loans to the private sector as a percentage of GDP were 53.3% for Brazil, 75.9% for Chile, 43.6% for Colombia, 31.4% for Peru, 25.0% for Uruguay and 17.9% for Mexico as of December 31, 2014 according to the IDB. We believe Argentina's ratio demonstrates an opportunity for credit expansion.

        The following table shows average private bank loans in Argentina calculated on a quarterly basis:

 
  Year ended
December 31,
  Change
December 31,
 
 
  2015   2014   2013   2015/2014   2014/2013  
 
  (in millions of Pesos)
  (in percentages)
 

Loans

                               

Non-Financial Public Sector

    2,167.3     1,920.8     1,660.7     12.8 %   15.7 %

Loans to the Financial Sector

    8,932.9     9,551.1     9,403.2     (6.5 )%   1.6 %

Overdrafts

    68,885.1     55,293.1     45,297.6     24.6 %   22.1 %

Promissory notes

    107,903.7     82,740.5     65,548.3     30.4 %   26.2 %

Mortgage loans

    15,353.9     13,331.7     11,435.5     15.2 %   16.6 %

Automobile and other secured loans

    17,948.1     15,377.8     13,293.8     16.7 %   15.7 %

Personal loans

    80,397.8     62,947.9     52,857.9     27.7 %   19.1 %

Provisions

    (11,864.4 )   (9,503.8 )   (7,102.1 )   24.8 %   33.8 %

Leasing

    10,160.6     8,797.5     7,106.9     15.5 %   23.8 %

Source: Central Bank.

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        The following table shows the average private bank deposits calculated on a quarterly basis:

 
  Year ended December 31,   Change December 31,  
 
  2015   2014   2013   2015/2014   2014/2013  
 
  (in millions of Pesos)
  (in percentages)
 

Deposits

                               

Non-Financial Public Sector

    51,882.6     50,408.1     39,749.0     2.9 %   26.8 %

Financial Sector

    704.5     520.0     401.0     35.5 %   29.7 %

Non-financial private sector and foreign residents

    554,158.6     402,604.9     314,220.9     37.6 %   28.1 %

Checking accounts

    141,112.3     107,499.5     84,339.0     31.3 %   27.5 %

Saving accounts

    140,273.5     100,020.2     80,222.8     40.2 %   24.7 %

Time deposits and short term investments          

    257,932.8     183,749.3     141,561.2     40.4 %   29.8 %

Others

    9,992.5     7,924.4     6,013.0     26.1 %   31.8 %

Interest and differences in exchange rates payable

    4,847.5     3,411.6     2,085.00     42.1 %   31.8 %

Source: Central Bank.

        The following table shows the average Buenos Aires Deposits of Large Amount Rate ("Badlar") rate calculated on a daily basis:

 
  Year ended
December 31,
 
 
  2014   2013   2012  

BADLAR Rate

    22.55 %   17.28 %   14.03 %

Source: Central Bank.

Presentation of Financial Statements in Pesos. Inflation

        Historically, inflation in Argentina has played a significant role in influencing the economic conditions in Argentina and, in turn, the operations and financial results of companies operating in Argentina, such as Grupo Supervielle.

        Argentina discontinued inflation accounting in 1995, but due to high inflation rates in 2002 following the economic crisis, the Central Bank reinstated inflation accounting at the beginning of 2002 through February 28, 2003. Effective March 2003, the Central Bank discontinued the use of inflation accounting and we have not restated our financial statements for inflation since then. High rates of inflation affect the comparability of financial performance and financial condition on a period-to-period basis. See "Risk Factors—Economic and political instability in Argentina may adversely and materially affect our business, results of operations and financial condition."

        The following table shows the rate of inflation, as measured by the variations in the WPI and the CPI, according to INDEC and the evolution of the CER index used to adjust the principal of certain of our assets and liabilities, for the periods indicated. The accuracy of the measurements of INDEC is in doubt, and the actual CPI and WPI could be substantially higher than those indicated by INDEC. On January 8, 2016, Decree No. 55/2016 was issued by the Argentine government declaring a state of administrative emergency on the national statistical system and on the official agency in charge of the system, the INDEC, until December 31, 2016. Following the declared emergency, the INDEC has ceased publishing statistical data until a rearrangement of its technical and administrative structure is finalized. During the implementation of these reforms, however, INDEC will use official CPI figures and other statistics published by the Province of San Luis and the City of Buenos Aires. Despite these

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expected reforms, there is uncertainty as to whether official data will be sufficiently corrected and within what time period such data will be corrected, and what effect these reforms will have on the Argentine economy. According to the most recent publicly available information based on data from the City of Buenos Aires, as shown in the second table below, CPI grew 26.6% in 2013, 38.0% in 2014 and 26.9% in 2015. For information on INDEC figures see "Risk Factors—Economic and political instability in Argentina may adversely and materially affect our business, results of operations and financial condition" and "Risk Factors—If the high levels of inflation continue, the Argentine economy and our financial position and business could be adversely affected."

 
  Year ended
December 31,
   
 
 
  2015   2014   2013    
 
 
  (in percentages)
   
 

Price Indices:(1)

                         

WPI

    10.6% (*)   28.3 %   14.8 %      

CPI

    11.9% (*)   23.9% (**)   10.9 %      

Adjustment Index:

                         

CER

    15.09 %   24.34 %   10.53 %      

(1)
Source: INDEC.

*
Through October 31, 2015, the last day on which such information was reported by INDEC.

**
Calculated based on the National Urban CPI method used by INDEC, which replaced the previous CPI in February 2014.

 
  Year ended December 31,  
 
  2015   2014   2013  
 
  (in percentages)
 

Price Index:

                   

City of Buenos Aires CPI*

    26.9 %   38.0 %   26.6 %

*
Calculated based on the Macri administration's alternative CPI index based on data from the City of Buenos Aires.

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Currency Composition of Our Balance Sheet

        The following table sets forth our assets and liabilities denominated in Pesos, in Pesos adjusted by the CER and in foreign currency, at the dates indicated.

 
  As of December 31,  
 
  2015   2014   2013  
 
  (in thousands of Pesos)
 

Assets

                   

In Pesos, Unadjusted

    30,171,309     21,136,402     15,293,643  

In Pesos, Adjusted by the CER

    1,545     2,348     3,336  

In Foreign Currency(1)

    2,872,963     2,102,444     2,121,152  

Total Assets

    33,045,817     23,241,194     17,418,131  

Liabilities and Shareholders' Equity

                   

In Pesos, Unadjusted, Including Shareholders' Equity

    30,177,605     21,620,823     16,158,759  

In Pesos, Adjusted by the CER

    2,737     2,436     1,996  

In Foreign Currency(1)

    2,865,475     1,617,935     1,257,376  

Total Liabilities and Shareholders' Equity

    33,045,817     23,241,194     17,418,131  

(1)
Converted into Pesos based on the reference exchange rates reported by the Central Bank for December 31, 2015 (US$1.00 to Ps.13.0050), December 31, 2014 (US$1.00 to Ps.8.5520) and December 31, 2013 (US$1.00 to Ps.6.518).

Critical Accounting Policies

        In the preparation of our consolidated financial statements, we have relied on variables and assumptions derived from historical experience and various other factors that we deemed reasonable and relevant. Although we review these estimates and assumptions in the ordinary course of business, the presentation of our financial condition and results of operation often requires our management to make judgments regarding the effects of matters that are inherently uncertain on the carrying value of our assets and liabilities and, consequently, our results of operations.

        An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our financial statements.

        In order to provide an understanding about how management forms its judgments about future events, including the variables and assumptions underlying the estimates, and the sensitivity of those judgments to different variables and conditions, we summarize our main critical accounting policies.

Allowances for Loan Losses

        The Bank and CCF record allowances for loan losses with respect to their portfolios in accordance with the rules established by the Central Bank. Under such regulations, the loan portfolio is divided into two classes: consumer and commercial. For consumer portfolio management, the minimum allowance for loan losses is calculated primarily based on past due status. For each of the classes, customers are allocated within one of six categories taking into consideration credit quality and the fulfillment of their obligations. Please see "Argentine Banking Regulation." In addition, the quality of guarantee backing the relevant loan must be considered in each case.

        Determining the loan loss reserve requires judgment and estimates from management. To classify its commercial loan portfolio, the Bank and CCF must consider the borrower's ability to repay the debt

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in terms of such borrower's estimated cash flow, the quality of its cash management, its present and projected financial situation, his or her payment history and ability to service debt, the borrower's internal information and control systems and inherent risks in the sector in which the borrower conducts business.

        Tarjeta and Cordial Microfinanzas maintain allowances for loan losses in accordance with their internal policies, which do not differ significantly from those established by the Central Bank. For more information regarding the balances of the allowance for loan losses see note 7 to our audited consolidated financial statements.

Allowances for Doubtful Accounts for Other Receivables from Financial Transactions and Miscellaneous Receivables

        Our receivables from financial transactions and our miscellaneous receivables are exposed to losses due to uncollectible accounts. The allowance for doubtful accounts corresponding to financial transactions and miscellaneous receivables is determined on an account-by-account basis considering factors such as the borrower's financial condition, past payment history, guarantees and past-due status. Future adjustments to the allowances may be necessary if future economic conditions differ substantially from the assumptions used in the assessment for each period.

        In the case of our securitized portfolio, allowances for loan losses with respect to securitizations are maintained at the trust level, pursuant to Central Bank regulations. We then record our participations in loan securitizations based on the trust's equity value. No additional allowances for participations in loan securitizations are required in our financial statements.

        For more information regarding the balances of the allowance for doubtful accounts, see note 13 to our audited consolidated financial statements.

Accrued Litigation

        In the normal course of business, we are a party to lawsuits of various types. We disclose in our financial statements contingent liabilities with respect to existing or potential claims, lawsuits and other legal proceedings and record an accrual for litigation when it is probable that future costs will be incurred and these costs can be reasonably estimated. These accruals are based on the specific circumstances of each claim, the evolution of recent developments and the evaluation of our legal advisors. Changes to the accrual amounts may be needed if subsequent events differ substantially from the assumptions used in the assessment for each period. There were no changes to assumptions or methods used to establish accruals from year to year for litigation.

Accrual of Personnel Costs

        We recognize personnel costs at the time of accrual, recording at year end the liability for bonuses for services rendered during the year in which the payment takes place after the close of such year. The accrual of these bonuses is calculated based on policies and guidelines managed and updated annually by human resources.

Trend Information

        We believe that the macroeconomic environment and the following trends in the Argentine financial system and in our business have affected and will, for the foreseeable future, continue to affect our results of operations and profitability. Our continued success and ability to increase our value to our shareholders will depend upon, among other factors, economic growth in Argentina and the corresponding growth of the market for long-term private sector lending and access to financial products and services by a larger segment of the population.

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        The analysis should be read in conjunction with the discussion in "Risk Factors" and taking into consideration that the Argentine economy has been historically volatile, which has negatively affected the volume and growth of several sectors, including the financial system.

Related to Argentina

        The economic and financial environment going forward in Argentina is expected to be significantly influenced by the presidential elections held on November 22, 2015, which resulted in Mr. Mauricio Macri being elected President of Argentina. The Macri administration is expected to adjust longstanding fiscal and monetary policies that have resulted in recurrent public sector deficits, inflation and pervasive foreign exchange controls and limited foreign investment. Sustainable economic growth and improved employment in the short and medium term will depend upon the manner in which the above-mentioned issues are addressed and may develop adversely if the issues are not addressed adequately.

        The negative growth outlook for the Brazilian economy (Brazil is Argentina's main trade partner) for 2016 may have a negative impact on Argentine exports and the overall level of economic and industrial activity (particularly with respect to the automotive industry). The international financial environment may also result in a devaluation of regional currencies and exchange rates, including the Peso, which would likely also cause volatility in Argentina.

        Going forward, our ability to maintain positive nominal growth rates will remain a challenge for as long as the current level of foreign exchange controls and restrictions affecting capital flows remain in place.

Related to the Argentine Financial System

        We expect financial intermediation with the non-financial private sector to grow, but nominal growth rates for loans and deposits to remain similar to those in 2014 and potentially lower than in prior years.

        In terms of financial strength, net results are expected to help to maintain minimum capital levels according to the Basel Committee regulations.

        Since late 2012, the Central Bank has taken a more active role in the management of financial institutions' operations through the establishment of new regulations, including government-mandated lending through the "Credit Line for Productive Investment" (which requires certain financial institutions to allocate a portion of total deposits to finance investment projects at below-market rates), interest rate ceilings for personal loans, pledge loans and credit card loans, the imposition of minimum interest rates on time deposits made by individuals and the creation of a requirement to obtain prior authorization to increase fees. As of December 31, 2015, the amount outstanding from such government-mandated lending was Ps.2.2 billion. The Central Bank's regulations grant an increased power to the monetary authority to intervene in credit policy regarding volumes and pricing, which has adversely affected our results in the reported period.

        On December 17, 2015, the Central Bank repealed the regulations related to interest rate ceilings for personal loans, pledge loans and credit card loans and minimum interest rates on time deposits. As of the date of this prospectus, interest rates for personal loans, pledge loans and credit card loans and time deposits may be freely agreed upon among financial institutions and their customers. For more information, see "Argentine Banking Regulation—Liquidity and Solvency Requirements—Interest rate and fee regulations."

        Financial institutions are expected to continue working to improve efficiency and keep administrative expenses under control.

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Related to Us

        We expect the level of activity of all of our subsidiaries to reflect any improvement in the economic context.

        We intend to maintain prudent financial risk management policies and to continue improving our operating efficiency.

        We will pursue increased optimization and diversification of the Bank's deposit base, in particular by giving priority to new demand savings and deposit accounts. The Bank will also seek to increase loan volumes in the retail banking market by offering innovative products and services tailored to the needs of different socioeconomic and income segments, in particular high net worth and upper-middle-income individuals, senior citizens, entrepreneurs and small businesses. Our corporate banking will remain focused on SMEs and large-sized companies, prioritizing secured lending and maintaining a diversified corporate loan portfolio by continuing to limit exposure to each company.

        Our consumer financing segment will seek to increase loans and credit cards volumes through its main channels, Walmart Argentina and Hipertehuelche. Supervielle Seguros will seek to continue growing and introducing new products. Espacio Cordial is expected to continue offering its products and services to more of the Bank's customers and increasing the number of products and services it offers. SAM will seek to continue growing in terms of assets under management and in terms of its funds family. Cordial Microfinanzas will continue to consolidate its leadership in terms of its microfinance loan portfolio and number of customers.

        We will also continue seeking opportunities to further increase our business through acquisitions of banking and insurance assets.

Guidelines Towards Conversion to IFRS

        On February 12, 2014, the Central Bank, through Communication "A" 5541, established the general guidelines towards conversion to IFRS as issued by the International Accounting Standards Board (IASB) for preparing financial statements of the entities under its supervision, for the annual fiscal years beginning on January 1, 2018, as well as those of interim periods. In addition, in line with Communication "A" 5635, as of March 31, 2015, companies must present their own implementation plans semi-annually to the Central Bank. However, as of the date of this prospectus, the Central Bank has not issued any detailed information regarding the implementation of IFRS or if IFRS will be fully implemented or what specific criteria will be used in respect of certain assets or liabilities, which could differ from such criteria as are accepted by the IFRS.

        Both the Bank and CCF are in compliance with the Central Bank guidelines regarding conversion to IFRS applicable as of the date of this prospectus, but there is uncertainty regarding the effect that the adoption of these guidelines will have on the balance sheet and statement of income of the Bank and CCF.

        Accordingly, we have not yet determined the effect that the conversion to IFRS will have on our reported results or financial condition. Although we are not a financial entity under direct supervision of the Central Bank, we present our financial statements in compliance with the Central Bank rules and pursuant to the provisions of CNV Rules, which is optional for companies whose main assets and income are composed of and arise from investments in financial entities.

Results of Operations for the Years Ended December 31, 2015, 2014 and 2013

        We discuss below: (i) our results of operations for the year ended December 31, 2015 as compared with our results of operations for the year ended December 31, 2014; and (ii) our results of operations for the year ended December 31, 2014 as compared with our results of operations for the year ended December 31, 2013.

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Net Income

 
  Year ended December 31,   Change December 31,  
 
  2015   2014   2013   2015/2014   2014/2013  
 
   
  (in thousands of Pesos)
  (in percentages)
 

Consolidated Income Statement Argentine Banking GAAP

                               

Financial Income(1)

    6,741,744     4,751,352     3,045,380     41.9 %   56.0 %

Financial Expenses(2)

    (3,386,050 )   (2,464,526 )   (1,303,916 )   37.4 %   89.0 %

Gross Financial Margin

    3,355,694     2,286,826     1,741,464     46.7 %   31.3 %

Loan Loss Provisions

   
(543,844

)
 
(356,509

)
 
(350,535

)
 
52.5

%
 
1.7

%

Services Fee Income

   
2,835,708
   
2,162,820
   
1,765,659
   
31.1

%
 
22.5

%

Services Fee Expense

    (778,492 )   (610,341 )   (421,587 )   27.6 %   44.8 %

Net Services Fee Income

    2,057,216     1,552,479     1,344,072     32.5 %   15.5 %

Income from Insurance Activities

    175,947     8,513         1966.8 %    

Administrative Expenses

   
(4,261,402

)
 
(3,013,842

)
 
(2,287,201

)
 
41.4

%
 
31.8

%

Income from Financial Transactions

   
783,611
   
477,467
   
447,800
   
64.1

%
 
6.6

%

Miscellaneous Income

   
367,165
   
190,005
   
129,245
   
93.2

%
 
47.0

%

Miscellaneous Losses

    (213,427 )   (91,761 )   (95,734 )   132.6 %   (4.2 )%

Miscellaneous Income / (Loss), Net

    153,738     98,244     33,511     56.5 %   193.2 %

Non-controlling Interest Result

   
(16,079

)
 
(13,707

)
 
(10,556

)
 
17.3

%
 
29.9

%

Income before income tax

    921,270     562,004     470,755     63.9 %   19.4 %

Income Tax

    (247,161 )   (199,084 )   (97,765 )   24.1 %   103.6 %

Net income

    674,109     362,920     372,990     85.7 %   (2.7 )%

Return on Average Assets(3)

    2.5 %   1.8 %   2.6 %            

Return on Average Shareholders' Equity(4)

    32.2 %   22.7 %   30.8 %            

(1)
Includes gains related to NDF hedging transactions, which totaled Ps.228.2 million, Ps.0 and Ps.86.9 million as of December 31, 2015, 2014 and 2013 respectively.

(2)
Includes expenses related to NDF hedging transactions, which totaled Ps.0, Ps.96.2 and Ps.0 as of December 31, 2015, 2014 and 2013, respectively.

(3)
Net income, divided by average assets, calculated on a daily basis.

(4)
Net income, divided by average shareholder equity, calculated on a daily basis.

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        The following table shows our yields on interest-earning assets and cost of funds:

 
  As of December 31,  
 
  2015   2014   2013  
 
  Average
Balance
  Rate   Average
balance
  Rate   Average
balance
  Rate  
 
  (in thousands of Pesos, except rates)
 

Interest-Earning Assets

                                     

Investment Portfolio(1)

    2,562,300     26.3 %   2,580,220     26.7 %   1,595,876     28.8 %

Loans

    17,654,501     32.5 %   12,451,211     31.3 %   9,311,970     25.6 %

Other receivables from financial transactions(2)

    303,044     17.7 %   130,051     20.4 %   89,528     30.9 %

Interest-Bearing Liabilities

                                     

Checking and savings accounts

    4,903,695     0.1 %   3,219,577     0.1 %   2,476,282     0.1 %

Time deposits

    9,287,475     24.0 %   7,419,655     21.6 %   5,395,405     15.4 %

Borrowings from other financial institutions and unsubordinated negotiable obligations

    1,651,911     25.6 %   1,171,248     25.6 %   958,758     20.4 %

Subordinated loans and negotiable obligations

    800,088     10.2 %   601,297     10.6 %   319,698     11.6 %

Spread and Net Yield

                                     

Interest spread, nominal basis

         
15.0

%
       
14.6

%
       
14.4

%

Net interest margin'

          18.1 %         17.4 %         16.4 %

(1)
Includes securities issued by our securitization trusts and held by us, instruments issued by the Central Bank (LEBACs and NOBACs) and other government and corporate securities.

(2)
Includes overnight deposits and unlisted corporate bonds.

        Net income for 2015 amounted to Ps.674.1 million, as compared to a net income of Ps.362.9 million in the previous year. ROAA and ROAE were 2.5% and 32.2%, respectively, for 2015, as compared to 1.8% and 22.7%, respectively, during 2014. For 2013, ROAA was 2.6% and ROAE was 30.8%.

        The following table sets forth net income by quarter for the four quarters in 2015 and 2014. In general, our net income in the second half of the year is higher than in the first half, mainly due to the seasonality of economic activity plus the effect of the monthly cumulative increase of our assets in nominal terms and the fact that the salary increases agreed upon between the Bank and the banking employees' trade union during the second quarter are applied retroactively to the first quarter. In 2014, this effect was partially offset by higher income from foreign-currency forward transactions and currency quotation differences in the first quarter, and losses from hedging transactions in the second half of the year. Additionally, in the fourth quarter of 2015, the sale of properties not related to our core business in the Province of Mendoza, as well as gains from hedging transactions, strenghthened this effect. Results for any period are not necessarily indicative of results for any other period and our results in the second half may not in all years be higher than those in the first half.

Quarter
  (in millions of Pesos)  

First Quarter 2014

    85.8  

Second Quarter 2014

    84.0  

Third Quarter 2014

    111.3  

Fourth Quarter 2014

    81.8  

First Quarter 2015

    84.5  

Second Quarter 2015

    36.4  

Third Quarter 2015

    193.1  

Fourth Quarter 2015

    360.1  

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2015 Compared to 2014

        During 2015, net income amounted to Ps.674.1 million, a Ps.311.2 million increase compared to net income of Ps.362.9 million in 2014.

        The main factors explaining the increase were:

    a Ps.1.1 billion increase in gross financial margin, to Ps.3.4 billion from Ps.2.3 billion,

    a Ps.504.7 million increase in net services fee income, to Ps.2.1 billion from Ps.1.6 billion,

    a Ps.167.4 million increase in income from insurance activities, to Ps.175.9 million from Ps.8.5 million, and

    a Ps.55.5 million increase in miscellaneous net income to Ps.153.7 million from Ps.98.2 million, mainly due to a one-time Ps.85.9 million gain from the sale of properties not related to our core business in the Province of Mendoza.

        These factors were partially offset by:

    a Ps.1.2 billion increase in administrative expenses, to Ps.4.3 billion from Ps.3.0 billion,

    a Ps.187.3 million increase in loan loss provisions to Ps.543.8 million from Ps.356.5 million and

    a Ps.48.1 million increase in income tax, to Ps.247.1 million from Ps.199.1 million

2014 Compared to 2013

        During 2014, net income amounted to Ps.362.9 million, a Ps.10.1 million decrease compared to net income of Ps.373.0 million in 2013.

        The main factors explaining the decrease were:

    a Ps.726.6 million increase in administrative expenses, to Ps.3.0 billion from Ps.2.3 billion,

    a Ps.101.3 million increase in income tax, to Ps.199.1 million from Ps.97.8 million, and

    a Ps.6.0 million increase in loan loss provisions to Ps.356.5 million from Ps.350.5 million.

        These factors were partially offset by:

    a Ps.545.4 million increase in gross financial margin, to Ps.2.3 billion from Ps.1.7 billion,

    a Ps.208.4 million increase in net services fee income, to Ps.1.6 billion from Ps.1.3 billion,

    a Ps.64.7 million increase in miscellaneous net income to Ps.98.2 million from Ps.33.5 million, and

    a Ps.8.5 million increase in income from insurance activities.

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Financial Income

        Our financial income was comprised of the following:

 
  Year ended December 31,   Change December 31,  
 
  2015   2014   2013   2015/2014   2014/2013  
 
  (in thousands of Pesos)
  (in percentages)
 

Interest on loans to the financial sector

    9,173     8,556     11,496     7.2 %   (25.6 )%

Interest on overdrafts

    594,315     341,500     163,888     74.0 %   108.4 %

Interest on promissory notes

    838,464     831,484     571,623     0.8 %   45.5 %

Interest on mortgage loans

    10,014     14,029     11,861     (28.6 )%   18.3 %

Interest on automobile and other secured loans

    32,678     51,751     59,965     (36.9 )%   (13.7 )%

Interest on personal loans

    2,144,410     1,356,786     780,932     58.1 %   73.9 %

Interest on corporate unsecured loans

    561,635     348,323     187,410     61.2 %   85.9 %

Interest on credit cards loans

    1,289,386     814,400     500,316     58.3 %   62.8 %

Interest on foreign trade loans

    42,975     36,608     29,528     17.4 %   24.0 %

Interest on leases

    207,411     94,118     62,625     120.4 %   50.3 %

Interest on other receivables from financial transactions

    56,762     26,504     27,366     114.2 %   (4.1 )%

Income from government and corporate securities(1)

    131,058     161,152     61,328     (18.7 )%   162.8 %

Income from participation in our securitization trusts(2)

    282,553     328,312     369,801     (13.9 )%   (11.2 )%

Income from securities issued by the Central Bank(1)

    257,274     198,585     28,152     29.6 %   605.4 %

Exchange rate differences of gold and foreign currency(3)

    44,735     105,391     94,873     (57.6 )%   11.1 %

Other(4)

    238,901     33,853     84,216     605.7 %   (59.8 )%

Total

    6,741,744     4,751,352     3,045,380     41.9 %   56.0 %

(1)
Includes interest and variations in fair value.

(2)
Includes interest on and changes in the fair value of senior and subordinated bonds issued by our securitization trusts and held by us, as well as variations in the book value of participation certificates issued by such trusts. Income derived from participation certificates (but not from senior and subordinated bonds) is not subject to income tax, which is deducted at the financial trusts' level. Allowances for loan losses are also maintained at the trust level following Central Bank regulations.

(3)
Includes exchange rate differences, both from foreign currency trading and from the net holdings of assets and liabilities.

(4)
Includes gains related to NDF hedging transactions, which totaled Ps.228.2 million, Ps.0 and Ps.86.9 million as of December 31, 2015, 2014 and 2013 respectively.

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        The following table sets forth our yields on interest-earning assets:

 
  Year ended December 31,  
 
  2015   2014   2013  
 
  Average
Balance
  Average
Nominal
Rate
  Average
Balance
  Average
Nominal
Rate
  Average
Balance
  Average
Nominal
Rate
 
 
  (in thousands of Pesos, except percentages)
 

Interest-Earning Assets

                                     

Investment Portfolio

                                     

Government and corporate securities

    504,119     26.5 %   455,481     35.4 %   238,549     25.7 %

Participation in our securitization trusts

    1,348,974     21.0 %   1,423,895     23.1 %   1,240,760     29.8 %

Securities issued by the Central Bank. 

    709,207     36.3 %   700,844     28.3 %   116,567     24.2 %

Total Investment Portfolio

    2,562,300     26.3 %   2,580,220     26.7 %   1,595,876     28.8 %

Loans

                                     

Loans to the financial sector

    28,977     31.7 %   8,784     97.4 %   44,970     25.6 %

Overdrafts

    1,638,881     36.3 %   1,020,640     33.5 %   800,091     20.5 %

Promissory notes(1)

    3,177,646     26.4 %   2,910,159     28.6 %   2,534,512     22.6 %

Mortgage loans

    59,344     16.9 %   74,322     18.9 %   63,297     18.7 %

Automobile and other secured loans

    133,740     24.4 %   191,098     27.1 %   217,915     27.5 %

Personal loans

    5,170,131     41.5 %   3,287,127     41.3 %   2,061,003     37.9 %

Corporate unsecured loans

    1,769,763     31.7 %   1,111,391     31.3 %   762,340     24.6 %

Credit cards loans

    4,193,038     30.8 %   2,659,876     30.6 %   1,907,628     26.2 %

Foreign Trade Loans

    645,829     6.7 %   633,145     5.8 %   492,492     6.0 %

Receivables from financial leases

    837,151     24.8 %   554,669     17.0 %   427,722     14.6 %

Total Loans

    17,654,501     32.5 %   12,451,211     31.3 %   9,311,970     25.6 %

Other receivables from financial transactions

    303,044     17.7 %   130,051     20.4 %   89,528     30.9 %

Total Interest-Earning Assets

    20,519,845     31.5 %   15,161,482     30.4 %   10,997,375     26.1 %

(1)
Consists of unsecured checks and accounts receivable deriving from factoring transactions.

        Our financial income includes net income derived from our participation in financial trusts created in connection with our securitization transactions.

        From time to time, each of the Bank and CCF (and prior to 2013, Tarjeta as well) transfer portions of their loan portfolio, mainly personal loans, to special purpose financial trusts that fund the purchase of these loans by issuing securities, most of which are sold to third parties, thereby creating an additional source of funding for operations.

        In the case of the securitization transactions carried out by the Bank and CCF, the trustee typically issues senior bonds, subordinated bonds and participation certificates (equivalent to equity), and the Bank places these bonds in the Argentine capital markets. Generally, the Bank and CCF, as settlors of the trust, retain the balance of the subordinated bonds and the participation certificates that are not purchased by investors, as well as some senior bonds. The Bank and CCF generally retain servicing rights with respect to the loan portfolio transferred to the financial trusts. The payment obligations of these securities are secured by the trust assets consisting of the portfolio of the loans transferred and any reserved fund established by the Bank or CCF for such purpose. We have no exposure to such trusts beyond the senior and subordinated debt and the participation certificates that we hold.

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        For more information regarding our securitization transactions see "Liquidity and Capital Resources—Funding—Securitization Transactions."

2015 Compared to 2014

        Financial income in 2015 totaled Ps.6.7 billion, a 41.9% increase from the Ps.4.8 billion recorded in 2014. This increase was primarily the result of an increase in the average balance of our interest-earning assets and an increase of 105 basis points in the average yields of such assets.

        The average balance of interest-earning assets totaled Ps.20.5 billion in 2015, representing a 35.3% increase from Ps.15.2 billion in 2014. This increase was mainly a result of a 41.8% increase in the average balance of our total loan portfolio to Ps.17.7 billion in 2015, from Ps.12.5 billion in 2014, which was partially offset by a 0.7% decrease in the average balance of our total investment portfolio, slightly decreasing to Ps.2,562 million in 2015 from Ps.2,580 million in 2014. The increase in the average balance of our total loan portfolio was mainly explained by: (i) a 57.3% increase in the average balance of personal loans (compared to a 27.7% increase of those loans registered by the Argentine financial system), (ii) a 57.6% increase in the average balance of credit card loans (compared to a 48% increase of those loans registered in the Argentine financial system), (iii) a 59.2% increase in the average balance of corporate unsecured loans, (iv) a 60.6% increase in the average balance of overdrafts (compared to a 24.6% increase registered by the Argentine financial system) and (v) a 9.2% increase in the average balance of promissory notes. The slight decrease in the average balance of our total investment portfolio was primarily due to a 5.3% decrease in the average balance of our participations in our securitization trusts, which represent 6.6% of our total average interest earning assets, which was partially offset by (i) a 10.7% increase in the average balance of our holdings of government and corporate securities, which represent 2.5% of our total average interest earning assets and (ii) a 1.2% increase in the average balance of our holdings of Central Bank securities.

        The 57.3% increase in the average balance of personal loans in 2015 reflects a lower level of contribution of these loans to securitization trusts in 2015 compared to 2014. Had the pace of securitization remained even, the increase in the average balance of personal loans in 2015 would have been approximately 34%. This 34% is higher than the estimated 27.7% average increase recorded by Argentine private banks in the same period.

        The average yield on interest-earning assets was 31.5% in 2015, a 105 basis point increase from 30.4% in 2014. The average interest rate on total loans increased to 32.5% in 2015 from 31.3% in 2014, reflecting an increase in the average interest rate on overdrafts and corporate unsecured loans, and a higher incidence of personal loans in our loan portfolio, which bear a higher interest rate than other assets in the average portfolio. The average nominal rate on our investment portfolio (which includes our income from participations in our securitization trusts) increased slightly from 26.7% in 2014 to 26.3% in 2015, primarily due to an increase in the average nominal rate on securities issued by the Central Bank, which was partially offset by decreases in the average nominal rate on participations in our securitization trusts and in government and corporate securities.

        Financial income for 2015 includes a Ps.44.7 million gain from exchange rate differences of gold and foreign currency, compared to a gain of Ps.105.4 million from such exchange rate differences in 2014 (excluding gains related to NDF hedging transactions).

        Other financial income in 2015 includes results related to hedging transactions entered into to protect our capital against an expected devaluation of the Peso in the fourth quarter of 2015, which materialized in December 2015, resulting in a Ps.228.2 million gain, improving from a Ps.96.2 million loss in hedging transactions in 2014.

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2014 Compared to 2013

        Financial income in 2014 totaled Ps.4.8 billion, a 56.0% increase from the Ps.3.0 billion recorded in 2013. This increase was primarily the result of an increase in the average balance of our interest-earning assets and an increase of 435 basis points in the average yields of such assets.

        The average balance of interest-earning assets totaled Ps.15.2 billion in 2014, representing a 37.9% increase from Ps.11.0 billion in 2013. This increase was mainly a result of a 33.7% increase in the average balance of our total loan portfolio to Ps.12.5 billion in 2014, from Ps.9.3 billion in 2013, and a 61.7% increase in the average balance of our total investment portfolio, from Ps.1.6 billion in 2013 to Ps.2.6 billion in 2014. The increase in the average balance of our total loan portfolio was mainly explained by: (i) a 59.5% increase in the average balance of personal loans, (ii) a 39.4% increase in the average balance of credit card loans that was similar to the increase of those loans registered in the Argentine financial system, (iii) a 14.8% increase in the average balance of promissory notes, (iv) a 45.8% increase in the average balance of corporate unsecured loans and (v) a 27.6% increase in the average balance of overdrafts. The increase in the average balance of our total investment portfolio was primarily due to: (i) a 501.2% increase in the average balance of our holdings of Central Bank securities, which represent 4.6% of our total average interest earning assets, (ii) a 90.9% increase in the average balance of our holdings of government and corporate securities, which represent 3.0% of our total average interest earning assets, and (iii) a 14.8% increase in participations in our securitization trusts.

        The 59.5% increase in the average balance of personal loans in 2014 reflects a lower level of contribution of these loans to securitization trusts in 2014 compared to 2013. Had the pace of securitization remained even, the increase in the average balance of personal loans in 2014 would have been approximately 25%. This 25% is higher than the estimated 19.1% average increase recorded by Argentine private banks in the same period.

        The average yield on interest-earning assets was 30.4% in 2014, a 435 basis point increase from 26.1% in 2013. The average interest rate on total loans increased to 31.3% in 2014 from 25.6% in 2013, reflecting an increase in the average interest rate on overdrafts, promissory notes, personal loans, credit card loans and corporate unsecured loans, and a higher incidence of personal loans in our loan portfolio, which bear a higher interest rate than other assets in the average portfolio. The average nominal rate on our investment portfolio (which includes our income from participations in our securitization trusts) decreased from 28.8% in 2013 to 26.7% in 2014, primarily due to a decrease in the average nominal rate on participations in our securitization trusts.

        Financial income for 2014 includes a Ps.105.4 million gain from exchange rate differences of gold and foreign currency, compared to a gain of Ps.8.0 million from such exchange rate differences in 2013 (excluding gains related to NDF hedging transactions).

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Financial Expenses

        Our financial expenses were composed of the following:

 
  Year ended December 31,   Change
December 31,
 
 
  2015   2014   2013   2015/2014   2014/2013  
 
  (in thousands of Pesos)
  (in percentages)
 

Interest on checking and savings accounts

    4,830     3,142     2,182     53.7 %   44.0 %

Interest on time deposits

    2,224,748     1,600,631     829,049     39.0 %   93.1 %

Interest on other liabilities from financial transactions

    266,760     187,796     123,557     42.0 %   52.0 %

Interest on financing from the financial sector

    156,915     112,078     72,436     40.0 %   54.7 %

Interest on subordinated loans and negotiable obligations

    81,282     63,961     37,184     27.1 %   72.0 %

Other(1)

    651,515     496,918     239,508     31.1 %   107.5 %

Total

    3,386,050     2,464,526     1,303,916     37.4 %   89.0 %

(1)
Includes (i) mainly turnover tax, payments to the deposit guarantee fund and net results derived from NDF hedging transactions and (ii) expenses related to NDF hedging transactions, which totaled Ps.0, Ps.96.2 and Ps.0 as of December 31, 2015, 2014 and 2013.

        The following table shows our cost of funds:

 
  Year ended December 31,  
 
  2015   2014   2013  
 
  Average
Balance
  Average
Nominal
Rate
  Average
Balance
  Average
Nominal
Rate
  Average
Balance
  Average
Nominal
Rate
 
 
  (in thousands of Pesos, except percentages)
 

Interest-bearing liabilities

                                     

Checking and savings accounts

    4,903,695     0.1 %   3,219,577     0.1 %   2,476,282     0.1 %

Time Deposits

    9,287,475     24.0 %   7,419,655     21.6 %   5,395,405     15.4 %

Borrowings from other financial institutions and unsubordinated negotiable obligations

    1,651,911     25.6 %   1,171,248     25.6 %   958,759     20.4 %

Subordinated loans and negotiable obligations

    800,088     10.2 %   601,297     10.6 %   319,698     11.6 %

Total interest-bearing liabilities

    16,643,168     16.4 %   12,411,777     15.9 %   9,150,144     11.6 %

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        The following table sets forth our cost of funds by denomination:

 
  Year ended December 31,  
 
  2015   2014   2013  
 
  Average
Balance
  Interest
(Paid)
  Average
Nominal
Rate
  Average
Balance
  Interest
(Paid)
  Average
Nominal
Rate
  Average
Balance
  Interest
(Paid)
  Average
Nominal
Rate
 
 
  (in thousands of Pesos, except percentages)
 

Checking and savings accounts

                                                       

Pesos

    4,616,801     (4,556 )   0.1 %   3,043,130     (2,975 )   0.1 %   2,350,336     (2,062 )   0.1 %

Dollars

    286,894     (274 )   0.1 %   176,447     (167 )   0.1 %   125,946     (120 )   0.1 %

Total

    4,903,695     (4,830 )   0.1 %   3,219,577     (3,142 )   0.1 %   2,476,282     (2,182 )   0.1 %

Time deposits

                                                       

Pesos

    8,950,016     (2,221,941 )   24.8 %   7,108,909     (1,598,519 )   22.5 %   5,151,229     (827,422 )   16.1 %

Dollars

    337,459     (2,807 )   0.8 %   310,746     (2,112 )   0.7 %   244,176     (1,627 )   0.7 %

Total

    9,287,475     (2,224,748 )   24.0 %   7,419,655     (1,600,631 )   21.6 %   5,395,405     (829,049 )   15.4 %

Total by currency

                                                       

Pesos

    13,566,817     (2,226,497 )   16.4 %   10,152,039     (1,601,494 )   15.8 %   7,501,565     (829,484 )   11.1 %

Dollars

    624,353     (3,081 )   0.5 %   487,193     (2,279 )   0.5 %   370,123     (1,747 )   0.5 %

Total Deposits

    14,191,170     (2,229,578 )   15.7 %   10,639,232     (1,603,773 )   15.1 %   7,871,688     (831,231 )   10.6 %

2015 Compared to 2014

        Financial expenses for 2015 totaled Ps.3.4 billion, a 37.4% increase from Ps.2.5 billion for 2014. This increase was attributable to a 34.1% increase in the average balance of interest-bearing liabilities and a 238 basis points increase in the average nominal rates of time deposits.

        Other financial expenses in 2015 totaled Ps.651.5 million, compared to Ps.496.9 million in 2014. This increase was mainly due to an increase in monthly payments to the deposit guarantee fund from 0.015% to 0.060% of the monthly average of the daily deposits balance to Ps.180.7 million, compared to Ps.59.2 million in 2014, pursuant to Communication "A" 5659, and an increase in turnover tax to Ps.431.9 million in 2015 from Ps.303.3 million in 2014. Since April 7, 2016, the monthly payment amount was decreased to 0.015% pursuant to Communication "A" 5943.

        Average interest-bearing liabilities totaled Ps.16.6 billion, compared to Ps.12.4 billion in 2014. This increase was mainly due to: (i) a 25.2% increase in the average balance of time deposits (primarily Peso-denominated time deposits) to Ps.9.3 billion from Ps.7.4 billion, (ii) a 52.3% increase in checking and savings accounts, from Ps.3.2 billion to Ps.4.9 billion and (iii) a 41.0% increase in borrowings from other financial institutions and the issuance of unsubordinated negotiable obligations from Ps.1.2 billion to Ps.1.7 billion. The 52.3% increase in checking and savings accounts and the 25.2% increase in the average balance of time deposits reflect an increase in financial intermediation with the private sector. The increase in checking and savings accounts also reflects increased cash management activity from our customers and better cash management products that incentivized our customers to maintain accounts with us.

        Out of our total average interest-bearing deposits of Ps.14.2 billion for 2015, Ps.624.4 million were U.S. dollar-denominated deposits and Ps.13.6 billion were Peso-denominated, compared to Ps.487.2 million and Ps.10.2 billion, respectively, in 2014.

        The average rate paid on interest-bearing deposits was 15.7%, 64 basis points above the 15.1% average rate for 2014. Peso-denominated deposits accrued interest at an average rate of 16.4%, 64 basis points above the 15.8% average interest rate accrued in 2014 which is consistent with the increase in

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the average Badlar rate during 2015. The average rate of U.S. dollar-denominated deposits remained constant at 0.5% in 2015 and 2014.

        Our average balance of borrowings from other financial institutions and unsubordinated negotiable obligations in 2015 was Ps.1.7 billion, compared to Ps.1.2 billion in 2014. The average cost of borrowings from other financial institutions and unsubordinated negotiable obligations remained stable at 25.6% in 2015 and 2014.

        Our average balance of subordinated loans and subordinated negotiable obligations in 2015 was Ps.800.1 million, compared to Ps.601.3 million in 2014. The average rate of subordinated negotiable obligations (denominated in U.S. dollars or U.S. dollar linked) was 10.2% and 10.6% for 2015 and 2014, respectively.

2014 Compared to 2013

        Financial expenses for 2014 totaled Ps.2.5 billion, an 89.0% increase from Ps.1.3 billion for 2013. This increase was attributable to a 422 basis points increase in our average cost of funds and a 35.6% increase in the average balance of interest-bearing liabilities. The increase in our average cost of funds was consistent with the increase in the average Badlar rate for private banks from 17.3% in 2013 to 22.6% in 2014.

        Financial expenses for 2014 included Ps.96.2 million attributable to losses incurred on hedging transactions entered into to protect our capital against an expected devaluation of the peso in the fourth quarter of 2014, that ultimately did not materialize.

        Average interest-bearing liabilities totaled Ps.12.4 billion, compared to Ps.9.2 billion in 2013. This increase was mainly due to: (i) a 37.5% increase in the average balance of time deposits (primarily Peso-denominated time deposits) to Ps.7.4 billion from Ps.5.4 billion, (ii) a 30.0% increase in checking and savings accounts, from Ps.2.5 billion to Ps.3.2 billion and (iii) a 22.2% increase in borrowings from other financial institutions and the issuance of unsubordinated negotiable obligations from Ps.958.8 million to Ps.1.2 billion. The 37.5% increase in the average balance of time deposits reflects an increase in financial intermediation with the private sector.

        Out of our total average interest-bearing deposits of Ps.10.6 billion for 2014, Ps.487.2 million were U.S. dollar-denominated deposits and Ps.10.2 billion were Peso-denominated, compared to Ps.370.1 million and Ps.7.5 billion, respectively, in 2013.

        The average rate paid on interest-bearing deposits was 15.1%, 451 basis points above the 10.6% average rate for 2013. Peso-denominated deposits accrued interest at an average rate of 15.8%, 472 basis points above the 11.1% average interest rate accrued in 2013 which is consistent with the increase in the average Badlar rate during 2014. The average rate of U.S. dollar-denominated deposits remained constant at 0.5% in 2014 and 2013.

        Our average balance of borrowings from other financial institutions and unsubordinated negotiable obligations in 2014 was Ps.1.2 billion, compared to Ps.958.8 million in 2013. The average cost of borrowings from other financial institutions and unsubordinated negotiable obligations increased to 25.6% in 2014, compared to 20.4% in 2013.

        Our average balance of subordinated loans and subordinated negotiable obligations in 2014 was Ps.601.3 million, compared to Ps.319.7 million in 2013. The average rate of subordinated negotiable obligations (denominated in U.S. dollars or U.S. dollar linked) was 10.6% and 11.6% for 2014 and 2013, respectively.

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Gross Financial Margin

2015 Compared to 2014

        Gross financial margin for 2015 amounted to Ps.3.4 billion and the average interest spread was 15.0%, compared to Ps.2.3 billion and 14.6%, respectively, for 2014.

        The improvement of gross financial margin for 2015 was mainly due to: (i) an increase in income from intermediation with the private sector, derived mainly from a 41.8% increase in the average volume of our loan portfolio, (ii) a 47 basis points increase in the interest spread and (iii) a Ps.228.2 million gain attributable to NDF hedging transactions entered into prior to the devaluation of the Peso in December 2015 improving from the Ps.96.2 million loss in hedging transactions registered in financial expenses in 2014. The improvement of gross financial margin was partially offset by the impact of mandatory lending policies at lower rates and by regulatory pricing caps and floors.

        The main increases in the average volume of our loan portfolio correspond to increases in the average volume of personal loans, credit cards, corporate unsecured loans and overdrafts.

        The interest spread increased 47 basis points to 15.0% in 2015 from 14.6% in 2014, mainly due to a 105 basis points increase in the yield of interest-earning assets to 31.5% in 2015, compared to 30.4% in 2014. The cost of interest bearing liabilities increased to 16.4% in 2015 from 15.9% in 2014. Although interest rates on time deposits increased more than the yield increase of interest-earning assets, the increase in the volume of checking and savings accounts offset that higher interest rate.

2014 Compared to 2013

        Gross financial margin for 2014 amounted to Ps.2.3 billion and the average interest spread was 14.6%, compared to Ps.1.7 billion and 14.4%, respectively, for 2013.

        The improvement of gross financial margin for 2014 was mainly due to an increase in income from intermediation with the private sector, derived mainly from a 33.7% increase in the average volume of our loan portfolio, as well as a 20 basis points increase in the interest spread. The improvement of gross financial margin was partially offset by a Ps.96.2 million loss attributable to NDF hedging transactions intended to protect our capital against an expected devaluation of the peso in the fourth quarter of 2014, that ultimately did not materialize, as well as by the impact of mandatory lending policies at lower rates and by regulatory pricing caps and floors. In 2013, there was a Ps.86.9 million gain attributable to NDF hedging transactions.

        The main increases in the average volume of our loan portfolio correspond to increases in the average volume of personal loans, credit cards and corporate unsecured loans.

        The interest spread increased 20 basis points to 14.6% in 2014 from 14.4% in 2013, mainly due to a 430 basis points increase in the yield of interest earning assets to 30.4% in 2014, compared to 26.1% in 2013, which was partially offset by a 430 basis points increase in the cost of interest bearing liabilities from 11.6% in 2013 to 15.9% in 2014. Although interest rates on time deposits increased more than the yield increase of interest-earning assets, the increase in the volume of checking and savings accounts offset that higher interest rate.

Loan Loss Provisions

2015 Compared to 2014

        Loan loss provisions totaled Ps.543.8 million in 2015, a 52.5% increase compared to Ps.356.5 million in 2014, mainly due to an increase in the non-performing loan portfolio, an increase in allowances as a percentage of non-performing loans from 88.9% in 2014 to 89.7% in 2015, and a 41.8% increase in the average balance of our loan portfolio. The NPL ratio increased from 3.0% in 2014 to 3.2% in 2015.

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2014 Compared to 2013

        Loan loss provisions totaled Ps.356.5 million in 2014, a 1.7% increase compared to Ps.350.5 million in 2013, mainly due to a 29.3% increase in the loan portfolio, which was partially offset by the reversal of additional non-mandatory allowances that the Bank and CCF had constituted in 2013. The NPL ratio remained at 3.0% in both 2013 and 2014.

        The following tables show the changes in our loan loss provisions for the periods indicated:

 
  Year ended December 31,   Change December 31,  
 
  2015   2014   2013   2015/2014   2014/2013  
 
   
  (in thousands of Pesos)
  (in percentages)
 

Balance at the beginning of the year

    429,358     353,756     295,691     21.4 %   19.6 %

Provisions charged to income

    543,844     356,509     350,535     52.5 %   1.7 %

Write-offs and reversals(1)

    (334,554 )   (280,907 )   (296,985 )   19.1 %   (5.5 )%

Other adjustments

            4,515     0.0 %   (100.0 )%

Balance at the end of year

    638,648     429,358     353,756     48.7 %   21.4 %

Percentage of provisions net of write-offs and reversals

    1.2 %   0.6 %   0.6 %            

Provisions charged to income

                               

Promissory notes(2)

    2,228     33,143     18,218     (93.3 )%   81.9 %

Unsecured corporate loans

    31,089     15,163     10,764     105.0 %   40.9 %

Overdrafts

    27,392     17,752     14,967     54.3 %   18.6 %

Mortgage loans

    58     219     984     (73.5 )%   (77.7 )%

Automobile and other secured loans           

    941     3,928     5,831     (76.0 )%   (32.6 )%

Personal loans

    265,770     140,817     138,146     88.7 %   1.9 %

Credit cards loans

    185,849     126,429     112,726     47.0 %   12.2 %

Foreign Trade Loans

    1,820     4,497     3,483     (59.5 )%   29.1 %

Other financings

    8,507     4,179     34,213     103.6 %   (87.8 )%

Other receivables from financial transactions

    5,957     6,366     4,508     (6.4 )%   41.2 %

Receivables from financial leases

    14,233     4,016     6,695     254.4 %   (40.0 )%

    543,844     356,509     350,535     52.5 %   1.7 %

Write-offs and reversals

                               

Promissory notes

    (6,858 )   (18,328 )   (14,477 )   (62.6 )%   26.6 %

Unsecured corporate loans

    (4,403 )   (9,191 )   (8,315 )   (52.1 )%   10.5 %

Overdrafts

    (10,895 )   (9,721 )   (8,658 )   12.1 %   12.3 %

Mortgage loans

    (294 )   (369 )   (601 )   (20.3 )%   (38.6 )%

Automobile and other secured loans           

    (2,608 )   (4,293 )   (8,538 )   (39.2 )%   (49.7 )%

Personal loans

    (186,248 )   (142,797 )   (135,489 )   30.4 %   5.4 %

Credit cards loans

    (108,206 )   (79,733 )   (101,030 )   35.7 %   (21.1 )%

Foreign Trade Loans

        (3,842 )   (1,202 )   (100.0 )%   219.6 %

Other financings

    (3,852 )   (2,857 )   (9,016 )   34.8 %   (68.3 )%

Other receivables from financial transactions

    (5,234 )   (5,558 )   (3,191 )   (5.8 )%   74.2 %

Receivables from financial leases

    (5,956 )   (4,218 )   (6,468 )   41.2 %   (34.8 )%

    (334,554 )   (280,907 )   (296,985 )   19.1 %   (5.4 )%

(1)
Consists of decreases in the allowance for loan losses when the loan for which the allowance was created is no longer in our balance sheet because it has been written-off, or because it has been collected, in which case the allowance is reversed. Loans are always 100% provisioned before being written off.

(2)
Consists of unsecured checks and accounts receivable deriving from factoring transactions.

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        Troubled debt restructured loans, which typically have a higher probability of delinquency, did not represent a significant share of our total loan portfolio and, therefore, did not have a material impact on our total allowances for loan losses in these periods.

Net Services Fee Income

        Our net services fee income was comprised of:

 
  Year ended December 31,   Change December 31,  
 
  2015   2014   2013   2015/2014   2014/2013  
 
  (in thousands of Pesos)
  (in percentages)
 

Income from

                               

Deposit Accounts

    683,888     532,789     389,254     28.4 %   36.9 %

Loan Related

    125,625     120,038     259,795     4.7 %   (53.8 )%

Credit and Debit Cards

    772,865     563,050     442,298     37.3 %   27.3 %

Insurances

    399,790     248,290     171,944     61.0 %   44.4 %

Check Administration Commission

    122,601     99,387     83,831     23.4 %   18.6 %

Safe Deposit Box

    74,760     61,840     49,638     20.9 %   24.6 %

Receivables from financial leases

    67,369     40,163     26,792     67.7 %   49.9 %

Financial agent for the Province of San Luis

    72,839     50,765     39,727     43.5 %   27.8 %

Payments to retirees

    25,572     21,611     21,522     18.3 %   0.4 %

Mutual funds management

    80,234     54,844     39,030     46.3 %   40.5 %

Other(1)

    410,165     370,043     241,827     10.8 %   53.0 %

Total income(2)

    2,835,708     2,162,820     1,765,659     31.1 %   22.5 %

Expenses from

                               

Commissions paid(3)

    450,857     253,590     173,308     77.8 %   46.3 %

Turnover tax

    129,857     149,929     120,640     (13.4 )%   24.3 %

Promotions related to credit cards

    148,882     147,045     97,499     1.2 %   50.8 %

Exports and foreign currency transactions

    9,016     8,223     4,473     9.6 %   83.8 %

Other

    39,880     51,554     25,667     (22.6 )%   100.9 %

Total expenses(2)

    778,492     610,341     421,587     27.6 %   44.8 %

Net services fee income

    2,057,216     1,552,479     1,344,072     32.5 %   15.5 %

(1)
Includes fees related to securitization transactions, foreign trade and miscellaneous commissions, among others.

(2)
The insurance premiums and reserves recorded by our insurance company for the year ended December 31, 2014 are not included under services fee income and services fee expenses and are discussed below as a separate line item ("Income from insurance activities"). Had insurance premiums and insurance reserves been included in services fee income and services fee expense, respectively, the totals for these line items would have been Ps.2,173,237 and Ps.612,245 (in each case in thousands of Pesos), respectively, as shown in our financial statements included elsewhere in this prospectus. For the years ended December 31, 2013 and 2012, we had no results from insurance activities as our insurance company had not yet been acquired or authorized to conduct its business by the National Superintendency of Insurance.

(3)
Includes marketing costs, ATM insurance and charges related to payment services and credit and debit cards, among others.

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2015 Compared to 2014

        Net services fee income totaled Ps.2.1 billion in 2015, a 32.5% increase compared to Ps.1.6 billion in 2014.

        The increase in our services fee income was driven mainly by an increase in income from credit and debit cards, insurance fees and deposit account commissions.

        Service charges on deposit accounts are comprised principally of maintenance and transaction fees on checking and savings accounts. These fees increased to Ps.683.9 million in 2015 from Ps.532.8 million in 2014, as a result of the increase in the volume of checking accounts and savings accounts, as well as an increase in fees charged per account.

        Credit and debit card fees increased to Ps.772.9 million in 2015 from Ps.563.0 million for 2014, mainly due to increased activity in the use of credit cards, as well as an increase in fees charged per account.

        Insurance fees increased to Ps.399.8 million in 2015 from Ps.248.3 million in 2014, primarily as a result of the increase in insurance fees related to the loan portfolio due to the growth of such portfolio. These fees are charged by the Bank and CCF to insurance companies (other than Supervielle Seguros) for the sale of insurance policies. Income from insurance activities carried out by Supervielle Seguros are shown in a separate line item and are not included in net services fee income.

        Our loan-related fees increased to Ps.125.6 million for 2015 from Ps.120.0 million for 2014, driven by the limitations on charges and fees imposed by Central Bank Communication "A" 5460, which became effective as of September 30, 2013.

        Other services income increased to Ps.410.2 million in 2015 from Ps.370.0 million in 2014, primarily due to securitization transactions and foreign trade.

        Services fee expense increased 27.6%, to Ps.778.5 million in 2015 from Ps.610.3 million in 2014, primarily due to higher commissions paid, an increase in expenses and promotions related to credit cards of the Bank and higher turnover taxes.

2014 Compared to 2013

        Net services fee income totaled Ps.1.6 billion in 2014, a 15.5% increase compared to Ps.1.3 billion in 2013.

        The increase in our services fee income was driven mainly by an increase in income from deposit account commissions, credit and debit cards and insurance fees and other fees related to securitization transactions. This increase was partially offset by a decrease in income from loan-related transactions.

        Service charges on deposit accounts increased to Ps.532.8 million in 2014 from Ps.389.3 million in 2013, as a result of the increase in the volume of checking accounts and savings accounts, as well as an increase in fees charged per account.

        Credit and debit card fees increased to Ps.563.0 million for 2014 from Ps.442.3 million for 2013, mainly due to increased activity in the use of credit cards, as well as an increase in fees charged.

        Insurance fees increased to Ps.248.3 million in 2014 from Ps.171.9 million in 2013, primarily as a result of the increase in insurance fees related to the loan portfolio due to the growth of such portfolio.

        Our loan-related fees decreased to Ps.120.0 million for 2014 from Ps.259.8 million for 2013, driven by the limitations on charges and fees imposed by Central Bank Communication "A" 5460, which became effective as of September 30, 2013.

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        Other services income increased to Ps.370.0 million in 2014 from Ps.241.8 million in 2013, primarily due to securitization transactions and foreign trade.

        Services fee expense increased 44.8%, to Ps.610.3 million in 2014 from Ps.421.6 million in 2013, primarily due to higher commissions paid, an increase in expenses and promotions related to credit cards of the Bank and higher turnover taxes.

Income from insurance activities

        This line item includes insurance premiums, net of insurance reserves and production costs, from our insurance company's operations. Through this vehicle, we began issuing insurance policies in October 2014, and generated revenues of Ps.175.9 million and Ps.8.5 million in 2015 and 2014, respectively. In 2013 there was no income from insurance activities as our insurance company had not yet been acquired or authorized to conduct its business by the National Superintendency of Insurance.

Administrative Expenses

        The following table sets forth the components of our administrative expenses:

 
  Year ended December 31,   Change December 31,  
 
  2015   2014   2013   2015/2014   2014/2013  
 
  (in thousands of Pesos, except percentages)
 

Personnel expenses

    2,767,111     1,982,234     1,483,854     39.6 %   33.6 %

Directors' and statutory auditors' fees

    59,475     29,668     22,992     100.5 %   29.0 %

Other professional fees(1)

    186,586     116,267     83,510     60.5 %   39.2 %

Advertising and publicity

    165,413     98,422     93,686     68.1 %   5.1 %

Taxes(2)

    268,520     165,635     116,664     62.1 %   42.0 %

Depreciation of premises and equipment

    56,637     43,308     35,989     30.8 %   20.3 %

Amortization of other intangibles

    92,431     66,897     55,844     38.2 %   19.8 %

Other(3)

    665,229     511,411     394,662     30.1 %   29.6 %

Total

    4,261,402     3,013,842     2,287,201     41.4 %   31.8 %

(1)
Includes audit, legal and other professional services.

(2)
Includes tax on debits and credits, safety and hygiene tax and stamp tax.

(3)
Includes leases, security service expenses, maintenance, insurance, electricity, among others.

2015 Compared to 2014

        In 2015, administrative expenses totaled Ps.4.3 billion, a 41.4% increase compared to Ps.3.0 billion recorded in 2014. This increase was primarily due to an increase in personnel expenses, which grew by 39.6%, from Ps.2.0 billion in 2014 to Ps.2.8 billion in 2015. This increase was mainly the result of an increase in average salary of 29% for the Bank's personnel, in line with the collective bargaining agreement between Argentine banks and the labor union, and also similar salary increases by our other subsidiaries during 2015. See "Business—Employees—Compensation."

        The number of our employees increased to 4,843 in 2015 from 4,579 in 2014 due to the growth of our subsidiaries, such as Supervielle Seguros and Espacio Cordial, and to respond to the significant increase in our senior citizen customer base.

        Non-personnel administrative expenses amounted to Ps.1.5 billion in 2015, reflecting a 44.9% increase from the Ps.1.0 billion recorded in 2014. This increase was mainly associated with an increase in taxes to Ps.268.5 million in 2015 from Ps.165.6 million in 2014 and an increase in other fees (including audit, legal and other professional services) to Ps.186.6 million in 2015 from Ps.116.3 million in 2014.

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        Other expenses, including leases, security service expenses, maintenance, insurance and electricity, among others, amounted to Ps.665.2 million in 2015, reflecting a 30.1% increase from the Ps.511.4 million recorded in 2014.

2014 Compared to 2013

        In 2014, administrative expenses totaled Ps.3.0 billion, a 31.8% increase compared to Ps.2.3 billion recorded in 2013. This increase was primarily due to an increase in personnel expenses, which grew by 33.6%, from Ps.1.5 billion in 2013 to Ps.2.0 billion in 2014. This increase was mainly the result of an increase in average salary of 29% for the Bank's personnel, in line with the collective bargaining agreement between Argentine banks and the labor union, and also similar salary increases by our other subsidiaries during the year. See "Business—Employees—Compensation."

        The number of our employees increased to 4,579 in 2014 from 4,570 in 2013.

        Non-personnel administrative expenses amounted to Ps.1.0 billion in 2014, reflecting a 28.4% increase from the Ps.803.3 million recorded in 2013. This increase was mainly associated with an increase in taxes to Ps.165.6 million in 2014 from Ps.116.7 million in 2013 and an increase in other fees (including audit, legal and other professional services) to Ps.116.3 million in 2014 from Ps.83.5 million in 2013.

        Other expenses, including leases, security service expenses, maintenance, insurance and electricity, among others, amounted to Ps.511.4 million in 2014, reflecting a 29.6% increase from the Ps.394.7 million recorded in 2013.

Miscellaneous Income/(Loss), Net

2015 Compared to 2014

        We had miscellaneous income, net of Ps.153.7 million for 2015, compared to Ps.98.2 million in 2014. The increase was mainly due to a Ps.85.9 million gain from the sale of properties not related to our core business in the Province of Mendoza. In addition, the revenues of Espacio Cordial and rent earned from our properties increased from Ps.42.4 million and Ps.5.4 million in 2014 to Ps.73.4 million and Ps.24.9 million in 2015, respectively. These increases were partially offset by an increase in 2015 in miscellaneous losses of Ps.74.8 million, derived from ANSES charges on senior citizen payments.

2014 Compared to 2013

        We had miscellaneous income, net of Ps.98.2 million for 2014, compared to Ps.33.5 million in 2013. The increase was mainly due to increased collection of interest penalties, higher recoveries in charged off loans and reversals of allowances. In addition, the revenues of Espacio Cordial increased from Ps.13.8 in 2013 to Ps.42.4 million in 2014.

Income Tax

        As of December 31, 2015, 2014 and 2013, the corporate income tax rate was 35% on taxable income. Central Bank regulations do not require the recognition of deferred tax assets and liabilities. Accordingly, the Bank recognizes income taxes on the basis of amounts due for the period under Argentine tax regulations.

        Income tax is charged at the rate of 35% at the level of each subsidiary. Accordingly, the Bank, CCF, Tarjeta and the rest of our subsidiaries pay income taxes on the taxable income they generate. On the other hand, Grupo Supervielle's financial expenses incurred at the holding level create a tax loss carry-forward which can be applied only to Grupo Supervielle's income tax payable over a period of five years. We do not expect to have income tax payable at the holding company level between 2016

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and 2019. Accordingly, we do not recognize a tax credit on our balance sheet. The accrual of financial expenses without a corresponding income tax deduction or credit increases the effective tax rate on a consolidated basis.

2015 Compared to 2014

        The income tax charge for 2015 was Ps.247.2 million compared to Ps.199.1 million charged in 2014. The increase was due to higher pre-tax income, which was partially offset by a decrease in the effective tax rate (which is equal to income tax charge divided by pre-tax income). This decrease was mainly due to a deferral of taxable income in 2015 (which reduced the income tax charge for 2015), compared to a deferral of tax deductions in 2014 (which increased the income tax charge for 2014 and reduced the income tax charge for 2015).

2014 Compared to 2013

        The income tax charge for 2014 was Ps.199.1 million compared to Ps.97.8 million charged in 2013. The increase was due to the increase in taxable income, a higher effective tax rate (in part due to a higher effective rate on CCF as a result of the effect of taxes on the earnings accrued by our securitization trusts) and a reduced holding of participation certificates in trusts.

Argentine Banking GAAP and U.S. GAAP Reconciliation

        Our consolidated financial statements are prepared in accordance with Argentine Banking GAAP, which differ in certain significant respects from U.S. GAAP. Note 35 to our audited consolidated financial statements included elsewhere in this prospectus provides a description of the significant differences between Argentine Banking GAAP and U.S. GAAP, as they relate to us, and a reconciliation to U.S. GAAP of net income and shareholders' equity as of and for the years ended December 31, 2015 and 2014.

        The principal differences between Argentine Banking GAAP and U.S. GAAP as they relate to us, are the following:

    the accounting for loan origination fees and expenses;

    differences in the accounting of business combinations;

    the accounting for computer software obtained or developed for internal use;

    the accounting for loan loss reserves;

    the accounting for transfers of financial assets;

    the accounting for certain investments in marketable securities;

    the accounting for vacations;

    the accounting for derivative instruments;

    the accounting of customers loyalty programs;

    the accounting for deferred income taxes;

    the accounting of financial guarantees;

    the accounting of special termination arrangements;

    the accounting of credit card loans-imputed interest; and

    the effect on non-controlling interest of the foregoing reconciling items.

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        Net income under Argentine Banking GAAP for the years ended December 31, 2015 and 2014 was approximately Ps.674.1 million and Ps.362.9 million, respectively, as compared to net income of approximately Ps.630.9 million and Ps.290.8 million, respectively, under U.S. GAAP.

        Shareholders' equity under Argentine Banking GAAP as of December 31, 2015 and 2014 was Ps.2.4 billion and Ps.1.7 billion, respectively, as compared to Ps.2.1 billion and Ps.1.5 billion, respectively, under U.S. GAAP.

        See note 35 to our audited consolidated financial statements as of and for the years ended December 31, 2015 and 2014 for a discussion of these differences, the effect on our results of operations and financial position and certain other disclosures required under U.S. GAAP.

Results by Segments

        Our results by segments for the years ended December 31, 2015 and 2014 are shown in note 36. e) to our audited consolidated financial statements.

        The table below sets forth information regarding the results of our Retail Banking, Corporate Banking, Treasury, Consumer Finance, Insurance and Asset Management & Other Services business segments for the years ended December 31, 2015, 2014 and 2013.

 
  As of December 31, 2015  
 
  Retail
Banking
  Corporate
Banking
  Bank
Treasury
  Consumer
Finance
  Insurance   Asset Mgmt &
Other
Services
  Adjustments   Consolidated
Total
 
 
  (in thousands of pesos)
 

Financial income

    2,917,135     1,906,335     693,726     1,050,944     22,840     71,084     79,680     6,741,744  

Financial expenses

    (1,514,611 )   (350,635 )   (921,029 )   (529,309 )   (320 )   (30,609 )   (39,537 )   (3,386,050 )

Distribution of Income (Expenses) for Treasury Funds(1)

    664,487     (1,119,721 )   455,234                      

Gross financial margin

    2,067,011     435,979     227,931     521,635     22,520     40,475     40,143     3,355,694  

Services Fee Income

    1,953,001     391,853     23,891     573,838         126,596     (233,471 )   2,835,708  

Services Fee Expenses

    (581,199 )   (41,309 )   (6,126 )   (272,132 )       (1,047 )   123,321     (778,492 )

Net Service Fee Income

    1,371,802     350,544     17,765     301,706         125,549     (110,150 )   2,057,216  

Income from Insurance Activities

                    130,607         45,340     175,947  

Net Revenue

    3,438,813     786,523     245,696     823,341     153,127     166,024     (24,667 )   5,588,857  

Loan Loss Provisions

    (299,135 )   (72,108 )       (166,326 )       (6,275 )       (543,844 )

Direct costs

    (2,076,291 )   (158,438 )   (57,676 )   (638,493 )   (68,183 )   (141,958 )   (84,853 )   (3,056,186 )

Indirect costs

    (812,083 )   (272,994 )   (120,139 )                   (1,205,216 )

Income from financial transactions

    251,304     282,983     67,881     18,522     84,944     17,791     60,186     783,611  

Miscellaneous Income / (Expenses)

    12,610     73,601     5,117     47,893     91     75,023     (60,597 )   153,738  

Non-controlling interests result

                            (16,079 )   (16,079 )

Income Before Income Tax

    263,914     356,584     72,998     66,415     85,035     92,814     (16,490 )   921,270  

Income tax

    (42,137 )   (68,139 )   (21,711 )   (6,734 )   (30,953 )   (33,285 )   (44,202 )   (247,161 )

Net income

    221,777     288,445     51,287     59,681     54,082     59,529     (60,692 )   674,109  

(1)
These amounts are calculated based on the funds that segments use or provide and net to zero in the consolidation process.

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  As of December 31, 2014  
 
  Retail
Banking
  Corporate
Banking
  Bank
Treasury
  Consumer
Finance
  Insurance   Asset Mgmt &
Other
Services
  Adjustments(2)   Consolidated Total  
 
  (in thousands of pesos)
 

Financial income

    1,937,182     1,423,849     670,323     730,752     3,632     39,926     (54,313 )   4,751,352  

Financial expenses

    (927,079 )   (234,065 )   (791,792 )   (368,079 )       (20,275 )   (123,237 )   (2,464,526 )

Distribution of Income (Expenses) for Treasury Funds(1)

    547,579     (884,803 )   337,225                      

Gross intermediation margin

    1,557,682     304,981     215,756     362,674     3,632     19,651     (177,551 )   2,286,826  

Services Fee Income

    1,479,047     285,945     23,578     389,751         84,291     (99,792 )   2,162,820  

Services Fee Expenses

    (454,645 )   (32,373 )   (9,044 )   (181,917 )       (734 )   68,372     (610,341 )

Net Service Fee Income

    1,024,402     253,571     14,534     207,834         83,557     (31,419 )   1,552,479  

Income from Insurance Activities

                    7,172         1,342     8,513  

Net Revenue

    2,582,084     558,553     230,289     570,508     10,804     103,208     (207,628 )   3,847,817  

Loan Loss Provisions

    (190,169 )   (41,344 )   (631 )   (121,265 )       (3,100 )       (356,509 )

Direct costs

    (1,488,219 )   (115,827 )   (41,119 )   (460,366 )   (9,226 )   (82,427 )   59,167     (2,138,016 )

Indirect costs

    (591,563 )   (198,798 )   (85,465 )                   (875,826 )

Income from financial transactions

    312,133     202,584     103,075     (11,124 )   1,578     17,681     (148,461 )   477,465  

Miscellaneous Income / (Expenses)

    42,057     11,921     96     23,770         42,294     (21,891 )   98,246  

Non-controlling interests result

                            (13,708 )   (13,708 )

Income Before Income Tax

    354,189     214,505     103,170     12,646     1,578     59,975     (184,060 )   562,004  

Income tax

    (75,482 )   (61,357 )   (36,807 )   46     765     (21,521 )   (4,726 )   (199,084 )

Net income

    278,707     153,147     66,363     12,692     2,343     38,454     (188,786 )   362,920  

(1)
These amounts are calculated based on the funds that segments use or provide and net to zero in the consolidation process.

(2)
Includes financial expenses incurred by Grupo Supervielle at the holding level in connection with its funding arrangements and the result of our decision to protect our capital against a continued devaluation of the Peso that ultimately did not materialize, as well as transactions between segments.

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  As of December 31, 2013  
 
  Retail
Banking
  Corporate
Banking
  Bank
Treasury
  Consumer
Finance
  Insurance   Asset Mgmt &
Other
Services
  Adjustments(2)   Consolidated
Total
 
 
  (in thousands of pesos)
 

Financial income

    1,169,765     927,522     381,865     555,804     645     34,436     (24,656 )   3,045,380  

Financial expenses

    (479,588 )   (142,240 )   (431,076 )   (224,108 )   (10 )   (12,291 )   (14,603 )   (1,303,916 )

Distribution of Income (Expenses) for Treasury Funds(1)

    259,543     (553,769 )   294,225                      

Gross intermediation margin

    949,720     231,513     245,015     331,696     635     22,145     (39,260 )   1,741,464  

Services Fee Income

    1,235,833     190,143     17,726     345,705         67,011     (90,759 )   1,765,659  

Services Fee Expenses

    (331,004 )   (19,319 )   (4,406 )   (103,093 )   (7 )   (870 )   37,113     (421,587 )

Net Service Fee Income

    904,829     170,825     13,319     242,612     (7 )   66,140     (53,646 )   1,344,072  

Income from Insurance Activities

                                 

Net Revenue

    904,829     170,825     13,319     242,612     (7 )   66,140     (53,646 )   1,344,072  

Loan Loss Provisions

    (147,482 )   (60,966 )       (139,983 )       (2,105 )       (350,535 )

Direct costs

    (1,147,293 )   (74,941 )   (26,891 )   (416,658 )   (475 )   (63,467 )   59,474     (1,670,250 )

Indirect costs

    (416,389 )   (140,745 )   (59,819 )                   (616,953 )

Income from financial transactions

    143,386     125,686     171,624     17,667     153     22,713     (33,431 )   447,799  

Miscellaneous Income / (Expenses)

    4,651     (5,760 )   (823 )   25,655     23     11,925     (2,160 )   33,511  

Non-controlling interests result

                            (10,556 )   (10,556 )

Income Before Income Tax

    148,037     119,926     170,802     43,322     177     34,638     (46,147 )   470,755  

Income tax

    9,438     (27,481 )   (60,056 )   (7,647 )   (62 )   (11,955 )       (97,765 )

Net income

    157,475     92,445     110,745     35,675     114     22,683     (46,147 )   372,990  

(1)
These amounts are calculated based on the funds that segments use or provide and net to zero in the consolidation process.

(2)
Includes (i) financial expenses incurred by Grupo Supervielle at the holding level in connection with its funding arrangements, (ii) gains related to NDF hedging transactions and (iii) transactions between segments.

        Below is a discussion of our results of operations by segments for the years ended December 31, 2015, 2014 and 2013.

Retail Banking

        Net revenues attributable to the Retail Banking segment in 2015 were Ps.3.4 billion, Ps.856.7 million or 33% higher than the Ps.2.6 billion recorded in 2014, which in turn was Ps.727.5 million higher than the Ps.1.9 billion recorded in 2013.

        Net income attributable to the Retail Banking segment in 2015 was Ps.221.8 million, Ps.56.9 million or 20% lower than the Ps.278.7 million recorded in 2014, which in turn was Ps.121.2 million higher than the Ps.157.5 million recorded in 2013.

        In 2015, the Retail Banking segment's loan portfolio totaled approximately Ps.10.4 billion (US$0.8 billion) at December 31, 2015, or Ps.12.5 billion (US$1.0 billion) including the securitized loan portfolio.

        In 2015, personal loan origination increased by 26%, generating a 26% increase in the personal loan portfolio. The Bank's personal loan portfolio totaled approximately Ps.4.5 billion at December 31, 2015, or Ps.6.6 billion including personal loans that were securitized.

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        In terms of deposits, the Retail Banking segment recorded a 54% increase in savings account balances and a 18% increase in checking account balances in 2015, each compared to 2014. Total retail deposits as of December 31, 2015 amounted to Ps.15.8 billion (US$1.2 billion), a 45% increase from the Ps.10.9 billion as of December 31, 2014.

        As of December 31, 2015, the Bank maintained more than 1.7 million savings accounts and more than 57,000 checking accounts. In 2015, the Bank also serviced more than 724,000 product bundles for senior citizens, 379,000 Plan Sueldo accounts and more than 32,000 high net worth customers.

        Gross financial margin attributed to the Retail Banking segment for 2015 was Ps.2.1 billion, a 33% or Ps.509.3 million increase compared to Ps.1.6 billion gross financial margin for 2014, which in turn was 64% or Ps.608.0 million higher compared to Ps.949.7 million recorded in 2013.

        Financial expenses increased by 63% to Ps.1.5 billion in 2015 from Ps.927.0 million recorded in 2014 due to the increase in time deposits, checking accounts and saving accounts. Net services fee income amounted to Ps.1.4 billion in 2015, 34% higher than the Ps.1.0 billion recorded in 2014, which was in turn 13% higher than the Ps.904.8 million recorded in 2013. The increase in net services fee income in 2015 and 2014 was driven by an increase in the volume of checking and savings accounts which more than offset the impact of Central Bank regulations related to maximum fees.

        Loan loss provisions amounted to Ps.299.1 million in 2015, Ps.109.0 million higher than the Ps.190.2 million for 2014, which was in turn Ps.43 million higher than the Ps.147.5 million recorded in the previous year. The increase in loan loss provisions in 2015 is mainly explained by an increase in the loan portfolio and an increase in the non-performing loan portfolio.

        Direct costs increased 40% or Ps.588.1 million to Ps.2.1 billion in 2015, compared to Ps.1.5 billion in 2014, in turn 30% or Ps.340.9 million higher than to Ps.1.1 billion in 2013. The increase was due to higher personnel and operational expenses, as a consequence of vendors' and unions' adjustment of rates and salaries to inflation.

Corporate Banking

        Net revenues attributable to the Corporate Banking segment in 2015 were Ps.786.5 million, Ps.228.0 million or 41% higher than the Ps.558.6 million recorded in 2014, which in turn were 39% or Ps.156.3 million higher than the Ps.402.3 million recorded in 2013.

        In 2015, the Corporate Banking segment's loan portfolio (including Loans and Receivables from financial leasing) totaled approximately Ps.8.2 billion (US$0.6 billion) at December 31, 2015, or Ps.8.4 billion (US$0.6 billion) including the securitized loan portfolio.

        The Corporate Banking segment's total deposits as of December 31, 2015 amounted to Ps.2.6 billion (US$0.2 billion), a 37% increase from Ps.1.9 billion as of December 31, 2014.

        Net income attributable to the Corporate Banking segment in 2015 was Ps.288.4 million, Ps.135.3 million higher than the Ps.153.1 million recorded in 2014, which in turn was Ps.60.7 million higher than the Ps.92.4 million recorded in 2013.

        In 2015, the growth in net income was a result of increases in revenues generated by the Corporate Banking segment's main products: leasing, and loans to corporate customers. The increases in revenues in these products was primarily due to higher volumes and spreads and higher fee income, which was partially offset by an increase in direct costs.

        Gross financial margin attributed to the Corporate Banking segment for 2015 was Ps.436.0 million, a 43% or Ps.131.0 million increase compared to the Ps.305.0 million gross financial margin for 2014, which in turn was 32% or Ps.73.5 million higher than the Ps.231.5 million for 2013. Financial income from the Corporate Banking segment's customers increased 34% to Ps.1.9 billion in 2015 from

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Ps.1.4 billion recorded in 2014 as a result of higher average volumes of loans to corporate customers, overdrafts and receivables from financial leases, which were partially offset by a 50% increase to Ps.350.6 million in financial expenses for 2015 from Ps.234.1 million for 2014. In 2014, financial income from the Corporate Banking segment's customers increased by 54% to Ps.1.4 billion from Ps.927.5 million as a result of higher average volumes of factoring transactions (which increased to a 7.8% market share), overdrafts and receivables from financial leases, which were partially offset by a 65% increase to Ps.234.1 million in financial expenses for 2014 from Ps.142.2 million for 2013.

        Net services fee income amounted to Ps.350.5 million in 2015, 38% higher than the Ps.253.6 million for 2014, which was in turn 48% above the Ps.170.8 million for 2013. The increase in net services fee income was driven by the increase in receivables from financial leases.

        Loan loss provisions amounted to Ps.72.1 million in 2015, 74% higher than the Ps.41.3 million recorded in 2014, which was in turn 32% lower than the Ps.61.0 million recorded in 2013. The increase in 2015 is mainly explained by an increase in the loan portfolio and an increase in the non-performing loan portfolio.

        Direct costs increased 37% or Ps.42.6 million to Ps.158.4 million in 2015, compared to Ps.115.8 million in 2014, which in turn were 55% or Ps.40.9 million higher than Ps.74.9 million in 2013. The increase was due to higher personnel and operational expenses, as a consequence of the adjustment of rates by vendors and salaries, in line with private sector inflation estimates.

Treasury

        Net revenues attributable to the Treasury segment in 2015 were Ps.245.7 million, Ps.15.4 million higher than the Ps.230.3 million recorded in 2014, which in turn were Ps.28.0 million lower than Ps.258.3 million recorded in 2013.

        Net income attributable to the Treasury segment in 2015 was Ps.51.3 million, Ps.15.1 million lower than the Ps.66.4 million recorded in 2014, which in turn was Ps.44.4 million lower than Ps.110.7 million recorded in 2013. The decrease in 2015 was primarily due a Ps.51.2 million increase in direct and indirect costs, which was partially offset by a Ps.15.4 million increase in net revenues.

        Gross financial margin attributed to the Treasury segment in 2015 was Ps.227.9 million, a 6% or Ps.12.2 million increase compared to the Ps.215.8 million gross financial margin recorded in 2014, which in turn was 12% or Ps.29.3 million lower than Ps.245.0 million in 2013. Financial expenses increased 16% in 2015 as compared to 2014, which in turn was 84% higher than in 2013. The increase was mainly due to a 35% increase in distribution of income for treasury funds and 3% increase in financial income, partially offset by a 16% increase in financial expenses.

        Net services fee income amounted to Ps.17.8 million in 2015, a 22% increase compared to the to Ps.14.5 million recorded in 2014, which in turn was 9% or Ps.1.2 million higher than the Ps.13.3 million recorded in 2013. The increase in net services fee income in 2015 was driven by a reduction in service fee expenses.

        Direct costs amounted to Ps.57.7 million in 2015, compared to Ps.41.1 million in 2014 and Ps.26.9 million in 2013.

Consumer Financing

        Net revenues attributable to Consumer Financing in 2015 were Ps.823.3 million, Ps.251.8 million higher than the Ps.570.5 million recorded in 2014, which in turn were Ps.3.8 million lower than the Ps.574.3 million recorded in 2013.

        In 2015, the Consumer Financing segment's loan portfolio totaled approximately Ps.3.2 billion (US$0.2 billion) at December 31, 2015 (including the portfolio assigned to the Bank and the securitized loan portfolio).

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        The Consumer Financing segment's total deposits as of December 31, 2015 amounted to Ps.689.8 million (US$53 million), a 58% increase from Ps.437.6 million as of December 31, 2014.

        Net income attributable to the Consumer Financing segment in 2015 was Ps.59.7 million, Ps.47.0 million higher than the Ps 12.7 million recorded in 2014, which in turn was Ps.23.0 million lower than the Ps.35.7 million recorded in 2013.

        Gross financial margin attributable to the Consumer Financing segment in 2015 was Ps.521.6 million, a 44% or Ps.158.9 million increase compared to the Ps.362.7 million gross financial margin recorded in 2014, which in turn was 9% or Ps.31.0 million higher than the Ps.331.7 million recorded in 2013. In 2015, both financial income and financial expenses increased 44% compared to 2014.

        Net services fee income amounted to Ps.301.7 million in 2015, 45% higher than the Ps.207.8 million recorded in 2014, which was in turn 14% below the Ps.242.6 million recorded in 2013. The increase in net services fee income in 2015 was driven by an increase in loan-related fees and credit-related fees.

        Loan loss provisions amounted to Ps.166.3 million in 2015, Ps.45.1 million higher than the Ps.121.3 million for 2014, which was in turn Ps.19 million lower than the Ps.140 million recorded in the previous year. The increase in loan loss provisions in 2015 is mainly explained by an increase in the loan portfolio.

        Direct costs increased 39% or Ps.178.1 million to Ps.638.5 million in 2015, compared to Ps.460.4 million in 2014, which in turn were 10% or Ps.43.7 million higher than Ps.416.7 million in 2013. The increase in 2015 was a result of higher operating costs due to inflation and an increase in salaries.

Insurance

        Net revenues attributable to Supervielle Seguros in 2015 were Ps.153.1 million in 2015, compared to Ps.10.8 million and Ps.0.6 million recorded in 2014 and 2013, respectively. Supervielle Seguros began issuing insurance policies in October 2014. From 2013 to the third quarter of 2014, net revenues were derived solely from financial income from its investment portfolio, while in 2015 financial income was Ps.22.8 million or 15% of net revenues.

        Net income attributable to the insurance segment in 2015 was Ps.54.1 million, compared to Ps.2.3 million in 2014 and Ps.0.1 million in 2013. Gross financial margin in 2015 was Ps.22.5 million, a 520% increase compared to the Ps.3.6 million recorded in 2014, which in turn was a 472% or Ps.3.0 million increase compared to the Ps.0.6 million gross financial margin recorded in 2013.

        Income from insurance activities amounted to Ps.130.6 million in 2015, compared to the Ps.7.2 million recorded in 2014.

        Direct costs were Ps.68.2 million in 2015, compared to Ps.9.2 million in 2014 and Ps.0.5 million in 2013.

Asset Management & Other Services

        Net revenues attributable to Asset Management & Other Services segment in 2015 were Ps.166.0 million, Ps.62.8 million or 61% higher than the Ps.103.2 million recorded in 2014, mainly due to the expansion of Espacio Cordial, which increased the sale of non-financial products (primarily technology and home appliances), and an increase in mutual fund management fees generated by SAM. Net revenues of this segment in 2014 were Ps.14.9 million higher than the Ps.88.3 million recorded in 2013, mainly due to the expansion of Espacio Cordial, which increased the sale of non-financial products (primarily technology and home appliances), and an increase in mutual fund management fees generated by SAM.

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        Net income in 2015 was Ps.59.5 million, Ps.21.1 million higher than the Ps.38.5 million recorded in 2014, which in turn was Ps.15.8 million higher than the Ps.22.7 million recorded in 2013.

        Gross financial margin in 2015 was Ps.40.5 million, 106% or Ps.20.8 million higher than the Ps.19.7 million gross financial margin recorded in 2014, which in turn was 11% or Ps.2.5 million lower than the Ps.22.1 million gross financial margin recorded in 2013.

        Net services fee income amounted to Ps.125.6 million in 2015, 50% higher than the Ps.83.6 million recorded in 2014, which was in turn 26% higher than the Ps.66.1 million recorded in 2013. The increase in services fee income was mainly driven by higher average fees and increased volume in mutual fund management.

        Loan loss provisions amounted to Ps.6.3 million in 2015, 102% higher than the Ps.3.1 million in 2014, which was in turn 47% higher than the Ps.2.1 million for 2013. The increase in 2015 was due to an increase in the volume of loans.

        Direct costs increased 72% or Ps.59.5 million to Ps.142.0 million in 2015, compared to Ps.82.4 million in 2014, which in turn were 30% or Ps.19.0 million higher than Ps.63.5 million in 2013. The increase in 2015 and 2014 was mainly due to inflation and an increase in salaries due to an increase in the number of employees.

Adjustments

        Financial expenses and other results incurred by Grupo Supervielle at the holding level, and transactions between segments, are not allocated to any particular segment for internal reporting purposes, and are disclosed under "Adjustments" to reconcile the total of each line item with the amounts appearing in our statement of income. Inter-segment transactions offset each other and do not impact total direct earnings on a consolidated basis. Other results not allocated to segments totaled losses of Ps.60.7 million, Ps.188.8 million and Ps.46.1 million in each of 2015, 2014 and 2013.

        Financial expenses of Grupo Supervielle at the holding level in 2015 were lower than in 2014 mainly due to a significant decrease in other financial expenses. In 2015, a gain attributable to NDF hedging transaction registered in other financial income amounted to Ps.228.2 million improving from Ps.96.2 million loss in hedging transactions registered in financial expenses in 2014.

        Below we present a summary of items recorded by Grupo Supervielle at the holding level, as well as by Sofital, excluding inter-segment transactions, as of December 31, 2015 and 2014:

 
  As of December 31,
2015
  As of December 31,
2014
 
 
  Grupo
Supervielle
  Sofital   Grupo
Supervielle
  Sofital  
 
  (in thousands of pesos)
 

Financial income

    49,174     55     6,278     114  

Financial expenses

    (155,709 )   (19 )   (183,579 )    

Gross financial margin

    (106,535 )   36     (177,301 )   114  

Services Fee Income

    27,626         42,832      

Net Service Fee Income

    27,626         42,832      

Net Revenue

    (78,909 )   36     (134,469 )   114  

Direct costs

    (26,251 )   (371 )   (25,350 )   (271 )

Income from financial transactions

    (105,160 )   (335 )   (159,819 )   (157 )

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Consolidated Assets

        The structure and main components of our consolidated assets as of the dates indicated were as follows:

 
  As of December 31,  
 
  2015   2014   2013  
 
  Amount   %   Amount   %   Amount   %  
 
  (in thousands of Pesos, except percentages)
 

Cash and due from banks

    6,808,591     20.6 %   3,649,084     15.7 %   2,662,592     15.3 %

Investment Portfolio

                                     

Government and corporate securities          

    240,635     0.7 %   272,372     1.2 %   485,124     2.8 %

Participation in our securitization trusts

    1,371,889     4.2 %   1,309,238     5.6 %   1,122,629     6.4 %

Securities issued by the Central Bank          

    691,246     2.1 %   735,708     3.2 %        

Loans and financing portfolio

    22,293,826     67.5 %   16,039,182     69.0 %   12,405,098     71.2 %

Other assets(1)

    1,639,630     5.0 %   1,235,610     5.3 %   742,688     4.3 %

Total

    33,045,817     100.0 %   23,241,194     100.0 %   17,418,131     100.0 %

(1)
Includes mainly other receivables from financial transactions, equity investments, miscellaneous receivables, bank premises and equipment, miscellaneous assets, and intangible assets.

        Of our Ps.33.0 billion total assets as of December 31, 2015, Ps.32.1 billion, equivalent to 97.3% of the total, corresponded to the Bank and CCF. As of December 31, 2015, our total direct exposure to the non-financial public sector amounted to Ps.8.8 million. Our exposure to the financial public sector is primarily composed of our holdings of government securities, which as of December 31, 2015 amounted to Ps.202.1 million.

Liquidity and Capital Resources

        Our main source of liquidity is the Bank's deposit base. The Bank, CCF and Tarjeta also securitize portions of their loan portfolios to generate liquidity for their operations. CCF also receives deposits and interbank calls and issues short-term debt securities in the Argentine capital markets for financing. Additionally, long-term financing and capital contributions enable us to cover most of our liquidity requirements.

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Consolidated Cash Flows

        The table below summarizes the information from our consolidated statements of cash flows for the three years ended December 31, 2015, 2014 and 2013, which is also discussed in more detail below:

 
  Year ended December 31,  
 
  2015   2014   2013  
 
  (in thousands of Pesos)
 

Funds at the beginning of period

    4,046,180     2,786,733     2,195,075  

Funds provided by Operating Activities

    2,449,838     1,761,291     372,852  

Government and corporate securities

    744,287     97,819     (99,098 )

Net increase in loans

    (568,136 )   (838,944 )   (2,705,807 )

Net increase in deposits

    4,612,863     2,469,810     2,686,383  

Net operating income from services

    2,138,642     1,508,389     1,343,441  

Administrative expenses

    (3,608,264 )   (2,650,606 )   (2,093,791 )

Other

    (869,554 )   1,174,823     1,241,724  

Funds (used in) Investing Activities

    (188,834 )   (363,502 )   (90,177 )

Net payments in bank premises and equipment and miscellaneous assets

    (184,545 )   (362,735 )   (85,606 )

Payments for purchases of equity interests in other companies          

        (9 )   (4,544 )

Other

    (4,289 )   (758 )   (27 )

Funds (used in) provided by Financing Activities

    870,687     (334,078 )   136,607  

Funds (used in) provided by unsubordinated negotiable obligations

    638,722     (70,699 )   192,367  

Funds (used in) provided by subordinated negotiable obligations

    (74,684 )   (60,208 )   3,769  

Funds (used in) provided by banks and international entities          

    330,650     (102,104 )   (43,565 )

Payment of dividends

    (7,385 )   (8,343 )   (8,672 )

Other

    (16,616 )   (92,724 )   (7,292 )

Effect of exchange rate on cash and cash equivalents

    438,631     195,736     172,376  

Funds at the end of the period

    7,616,502     4,046,180     2,786,733  

        Management believes that cash flows from operations and available cash and cash equivalent balances will be sufficient to fund our financial commitments and capital expenditures for 2016.

Cash Flows from Operating Activities

2015 Compared to 2014

        In 2015, operating activities provided Ps.2.5 billion of net cash, compared to Ps.1.8 billion of net cash provided in 2014. Net increase in loans was Ps.568.1 million in 2015 from Ps.838.9 million in 2014. Net operating income from services increased to Ps.2.1 billion in 2015 from Ps.1.5 billion in 2014. Net increase in deposits increased to Ps.4.6 billion in 2015 from Ps.2.5 billion in 2014. Administrative expenses increased to Ps.3.6 billion in 2015 compared to Ps.2.7 billion in 2014 and our holding of marketable securities provided Ps.744.3 million in 2015 from Ps.97.8 million in 2014.

2014 Compared to 2013

        In 2014, operating activities provided Ps.1.8 billion of net cash, compared to Ps.372.9 million of net cash provided in 2013. Net increase in loans decreased to Ps.838.9 million in 2014 from Ps.2.7 billion in 2013. Net operating income from services increased to Ps.1.5 billion in 2014 from Ps.1.3 billion in 2013.

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Deposits decreased to Ps.2.5 billion in 2014 from Ps.2.7 billion in 2013. Administrative expenses increased to Ps.2.7 billion in 2014 compared to Ps.2.1 billion in 2013 and our holding of marketable securities provided Ps.97.8 million in 2014 from Ps.99.1 million used in 2013.

Cash Flows from Investing Activities

2015 Compared to 2014

        In 2015, we used Ps.188.8 million of net cash in our investing activities, compared to Ps.363.5 million of net cash used in 2014. The decrease in investment activities in 2015 is primarily explained by the decrease in payments for bank premises, equipment and miscellaneous assets to Ps.184.5 million in 2015 (including the acquisition for a total of Ps.165 million of four office units and parking spaces located at Avenida L. N. Alem 1035 for a probable future reallocation of our staff and Ps.85.9 million from the sale of properties not related to our core business in the Province of Mendoza), compared to Ps.362.7 in 2014 (including the acquisition of eight office units and forty parking spaces located at San Martin 344 for a total of Ps.237 million).

2014 Compared to 2013

        In 2014, we used Ps.363.5 million of net cash in our investing activities, compared to Ps.90.2 million of net cash used in 2013. The increase in investment activities in 2014 is primarily explained by the increase in payments for bank premises, equipment and miscellaneous assets to Ps.362.7 million in 2014 (including the acquisition of eight office units and forty parking spaces located at San Martin 344 for a probable future reallocation of our staff for a total of Ps.237 million), compared to Ps.85.6 million in 2013.

Cash Flows from Financing Activities

2015 Compared to 2014

        In 2015, net cash provided by financing activities totaled Ps.870.7 million compared to Ps.334.1 million of net cash used for financing activities in 2014. In 2015, funds used to make payments on our unsubordinated negotiable obligations totaled Ps.638.7 million compared to Ps.70.7 million that were used for financing activities in 2014; we used Ps.74.7 million to make payments under subordinated negotiable obligations compared to Ps.60.2 million used for financing activities in 2014; and funds provided by banks and international entities totaled Ps.330.7 million compared to Ps.102.1 million used in 2014.

2014 Compared to 2013

        In 2014, we used Ps.334.1 million of net cash in financing activities, compared to Ps.136.6 million of net cash provided by financing activities in 2013. In 2014, funds used to make payments on our unsubordinated negotiable obligations totaled Ps.70.7 million compared to Ps.192.4 million that were provided by financing activities in 2013; we used Ps.60.2 million to make payments under subordinated negotiable obligations compared to Ps.3.7 million provided by financing activities in 2013; we used Ps.102.1 million to make payments to banks and international entities compared to Ps.43.6 million used in 2013; and we used Ps.92.7 million to make payments on our hedging positions compared to Ps.7.3 million used in 2013.

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Funding

Deposits

        Our major source of funding is the Bank's significant deposit base comprised of checking and savings accounts and time deposits. The following table presents the composition of our consolidated deposits as of December 31, 2015, 2014 and 2013:

 
  As of December 31,  
 
  2015   2014   2013  
 
  (in thousands of Pesos)
 

From the non-financial public sector

    1,182,559     1,441,506     1,018,547  

% of deposits

    5.0 %   8.5 %   7.9 %

From the financial sector

    250,981     150,817     100,973  

% of deposits

    1.1 %   0.9 %   0.8 %

From the non-financial private sector and foreign residents

                   

Checking accounts

    3,042,376     2,622,055     2,034,593  

% of deposits

    12.8 %   15.5 %   15.9 %

Savings accounts

    7,753,696     5,352,593     3,640,102  

% of deposits

    32.7 %   31.7 %   28.4 %

Time deposits

    10,034,025     6,651,006     5,426,409  

% of deposits

    42.3 %   39.4 %   42.3 %

Investment accounts

    664,900     75,750     144,100  

% of deposits

    2.8 %   0.4 %   1.1 %

Others

    567,477     456,453     360,864  

% of deposits

    2.4 %   2.7 %   2.8 %

Interest and differences in exchange rates payable

    220,563     142,550     93,590  

    0.9 %   0.8 %   0.7 %

Total

    23,716,577     16,892,730     12,819,178  

        Total deposits increased 40.4% in 2015. The Bank's deposits from the non-financial public sector decreased 18.0%, to represent 5.0% of our total deposits as of December 31, 2015. The Bank's deposits from the private sector increased 45.6% in 2015, in line with the 47.3% increase in deposits from the private sector in the Argentine financial system as a whole. As of December 31, 2015, CCF had deposits of Ps.689.8 million.

        Private sector deposits grew both in savings accounts and time deposits, which increased 44.9% and 50.9%, respectively, in 2015. As of December 31, 2015, the Bank's retail time deposits (of less than one million pesos) represented 49.6% of its time deposits, compared to 49.3% for the Argentine financial system as a whole.

        Total deposits increased 31.8% in 2014. The Bank's deposits from the non-financial public sector increased 41.5%, to represent 8.5% of our total deposits as of December 31, 2014. The Bank's deposits from the private sector increased 30.8% in 2014, in line with the 31.3% increase in deposits from the private sector in the Argentine financial system as a whole. As of December 31, 2014, CCF had deposits of Ps.437.6 million.

        Private sector deposits grew both in savings accounts and time deposits, which increased 47% and 22.6%, respectively, in 2014. As of December 31, 2014, the Bank's retail time deposits (of less than one million pesos) represented 61.1% of its time deposits, compared to 47.5% for the Argentine financial system as a whole.

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Securitization Transactions

        In the years ended December 31, 2015, 2014 and 2013, the Bank and CCF transferred loans to securitization trusts in an aggregate amount of Ps.2.4 billion, Ps.3.5 billion and Ps.2.3 billion, respectively, and these trusts issued trust securities for an aggregate amount of Ps.2.4 billion, Ps.3.6 billion and Ps.2.4 million, respectively. As a result of these securitizations, the Bank and CCF retained interests in the trusts through senior bonds, subordinated bonds and participation certificates in the amount of Ps.509.7 million, Ps.36.3 million and Ps.707.0 million as of December 31, 2015, Ps.560.7 million, Ps.48.8 million and Ps.612.7 million as of December 31, 2014 and Ps.303.5 million, Ps.129.8 million and Ps.237.1 million as of December 31, 2013, respectively. In 2015, our holdings in debt securities issued by the Bank and CCF's financial trusts decreased 10.4% from Ps.609.5 million in 2014 to Ps.546.0 million in 2015, primarily as a result of a lower amount of transferred loans to securitization trusts.

        Our holdings of participation certificates issued by trusts in Pesos are valued at their equity value estimated at the end of each fiscal year, following each trust's audited financial statements. Our holdings of debt securities issued by trusts are valued based on principal plus accrued interest. Each trust records allowances for loan losses for the securitized loan portfolio in accordance with Central Bank regulations. Although historically we have not experienced losses on our participation certificates in, or subordinated debt securities issued by, financial trusts created to securitize loans, we cannot assure you that we will not incur such losses in the future.

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Financings

Grupo Supervielle—Global Corporate Notes

        Between January 1, 2012 and May 18, 2016, Grupo Supervielle issued the following series of notes under its short, medium and/or long-term global notes program for up to an aggregate amount of Ps.1,000,000,000 (or its equivalent in other currencies):

Series
  Date of issuance   Currency   Amount
outstanding
as of
issuance
date
  Amount
outstanding
as of
May 18,
2016
  Rate   Maturity date

Series V

  May 22, 2012   Pesos     84,800,000       Floating + 2.95% (BADLAR—Private Banks)   Bullet
November 22, 2013

Series VII

  September 28, 2012   Pesos     65,000,000       Floating + 4.23% (BADLAR—Private Banks)   Bullet
March 28, 2014

Series IX

  January 24, 2013   Pesos     90,000,000       Floating + 4.48% (BADLAR—Private Banks)   Bullet
July 24, 2014

Series X

  May 7, 2013   Pesos     63,455,555       Floating + 3.50% (BADLAR—Private Banks)   Bullet
November 7, 2014

Series XI

  November 5, 2013   Pesos     50,000,000       Floating + 4.08% (BADLAR—Private Banks)   Bullet
May 5, 2015

Series XII

  January 31, 2014   Pesos     71,397,590       Floating + 4.70% (BADLAR—Private Banks)   Bullet
July 31, 2015

Series XIII

  January 31, 2014   Pesos     23,100,000     23,100,000   Floating + 6.25% (BADLAR—Private Banks)   Bullet
January 31, 2019

Series XIV

  May 13, 2014   Pesos     38,193,548       Floating + 3.85% (BADLAR—Private Banks)   Bullet
November 13, 2015

Series XV

  May 13, 2014   Pesos     81,806,452     81,806,452   Floating + 4.65% (BADLAR—Private Banks)   Bullet
May 13, 2016

Series XVI

  September 23, 2014   Pesos     81,250,000       Floating + 3.25% (BADLAR—Private Banks)   Bullet
March 23, 2016

Series XVII

  January 23, 2015   Pesos     127,000,000       Fixed 28.5%   Bullet
January 23, 2016

Series XVIII

  January 23, 2015   Pesos     23,000,000     23,000,000   Floating + 4.8% (BADLAR—Private Banks)   Bullet
July 23, 2016

Series XIX

  May 20, 2015   Pesos     137,361,445     137,361,445   Mixed rate. Fixed rate of 28.5% the first 9 months and Floating + 4.50% (BADLAR—Private Banks) thereafter   Bullet
November 20, 2016

Series XX

  July 28, 2015   Pesos     129,500,000     129,500,000   Mixed rate. Fixed rate of 27.5% the first 6 months and Floating + 4.50% (BADLAR—Private Banks) thereafter   Bullet
January 28, 2017

        As of December 31, 2015, Ps.625.1 million was outstanding under the notes.

        As of the date of this prospectus, Series VII, IX, X, XI, XII, XIV, XVI and XVII have matured and been repaid in full.

        The proceeds from the placement of the notes were used in accordance with Article 36 of the Law of Negotiable Obligations for the payment of financial liabilities and working capital needs in Argentina.

        At our ordinary and extraordinary shareholders' meeting held on April 19, 2016, our shareholders approved the creation of a new global notes program for the issuance of short, medium and/or long-term notes of up to a total outstanding amount of Ps.1,000,000,000 (or its equivalent in other currencies) and our Board of Directors established, on the same date, the terms and conditions of the

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notes to be issued under the new program for an aggregate principal amount of up to Ps.180,000,000. As of the date of this prospectus, we have issued the following series of notes under this new program:

Series
  Date of issuance   Currency   Amount
outstanding
as of issuance
date
  Amount
outstanding
as of May 18,
2016
  Rate   Maturity date

Series XXI

  May 12, 2016   Pesos     100,000,000     100,000,000   Fixed 34.24%   Bullet
September 9, 2016

Bank—Peso-denominated Notes

        On May 15, 2013, the Bank issued unsubordinated "Series II" notes in an aggregate principal amount of Ps.91.2 million at a floating rate of BADLAR—Private Banks plus 3.99% due November 2014. On November 17, 2014, the notes matured and were repaid in full.

        On November 20, 2015, the Bank issued unsubordinated "Series V" notes in an aggregate principal amount of Ps.340.1 million at a floating rate of BADLAR—Private Banks plus 4.50% due May 2017.

        At the Bank's April 15, 2016 ordinary shareholders' meeting, the Bank's shareholders voted to increase its Peso-denominated global notes program from Ps.750.0 million to Ps.2.0 billion (or its equivalent in foreign currency).

Bank—Foreign currency-denominated Subordinated Notes

        On November 11, 2010, the Bank issued 11.375% US$50 million "Series I" subordinated notes due November 11, 2017. Interest payments on the Series I notes are paid on May 11 and November 11 every year. These notes are governed by New York law. As of December 31, 2015 the Series I notes were recorded in the "Subordinated Negotiable Obligations" line item in an amount outstanding of Ps.652.7 million.

        On August 20, 2013 the Bank issued 7.0% US$22.5 million "Series III" subordinated notes due August 20, 2020. Interest payments on the Series III notes are payable biannually and payments commenced on February 20, 2014. These notes are governed by Argentine law. As of December 31, 2015, the Series III notes were recorded in the "Subordinated Negotiable Obligations" line item in an amount outstanding of Ps.297.4 million.

        On November 18, 2014 the Bank issued 7.0% US$13.4 million "Series IV" subordinated notes due November 18, 2021. Interest payments on the Series IV notes are payable biannually and payments commenced on May 18, 2015. These notes are governed by Argentine law. As of December 31, 2015, the Series IV notes were recorded in the "Subordinated Negotiable Obligations" line item in an amount outstanding of Ps.175.8 million.

Bank—Foreign Trade Programs

        On April 25, 2007, the Bank entered into a trade facility with the International Finance Corporation ("IFC") for a maximum amount of US$10 million, which entitles the Bank to request IFC guarantees to secure certain of its trade-related obligations and trade-related obligations of third parties, such as stand-by letters of credit. In May 2014 the amount under the facility was increased to US$20 million and in November 2015 it was increased again to US$ 30 million. As of December 31, 2015, the Bank's obligations under this facility totaled US$1.9 million.

        In addition, on May 27, 2009, the Bank entered into an Issuing Bank Agreement and a Confirming Bank Agreement with the Inter-American Development Bank, under the IDB's Trade Finance Facilitation Program for a maximum amount of US$10 million. Pursuant to these agreements, the Bank may request IDB credit guarantees and confirm IDB credit guarantees received by third parties. In

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September 2012 the amount under the facility was increased to US$15 million The Bank's aggregate current exposure under the facilities may not exceed US$15 million, which will be used to cover the risks inherent in the confirmation of letters of credit, promissory notes, bid performance bonds and other similar instruments used in foreign trade operations. As of December 31, 2015, US$4.7 million was outstanding under this facility.

        These agreements are subject to compliance with certain obligations, including the preparation of reports at regular intervals and abiding by certain financial ratios related to solvency, credit risk, restricted assets, exposure to foreign currency and interest rate risk.

Bank—Valores de Corto Plazo ("VCP") Notes

        On November 21, 2011, the CNV approved the issuance of VCPs by the Bank under its Ps.200 million Global Program according to the following terms:

 
  Date of issuance   Currency   Amount
outstanding
as of
issuance date
  Amount
outstanding
as of
May 18,
2016
  Rate   Maturity date

Series II

  April 12, 2012   Pesos     70,000,000       Floating + 2.70% (BADLAR—Private Banks)   January 7, 2013

Series III

  June 17, 2012   Pesos     48,250,000       Floating + 4.50% (BADLAR—Private Banks)   April 13, 2013

Series IV

  February 6, 2013   Pesos     17,143,000       Fixed 19.25%   November 6, 2013

Series V

  February 6, 2013   Pesos     98,000,000       Floating + 4.25% (BADLAR—Private Banks)   February 3, 2014

Series VII

  May 13, 2013   Pesos     49,875,000       Floating + 3.99% (BADLAR—Private Banks)   May 8, 2014

        As of the date of this prospectus, all of the series above have been paid in full.

CCF—Notes

        Between October 3, 2013 and October 6, 2015, CCF issued the following outstanding series of notes under its Ps.500 million Global Program:

 
  Date of issuance   Currency   Amount
outstanding
as of
issuance date
  Amount
outstanding
as of
May 18,
2016
  Rate   Maturity date

Series I

  October 3, 2013   Pesos     16,888,888       Fixed 23.00%   June 30, 2014

Series II

  October 3, 2013   Pesos     73,253,011       Floating + 4.99% (BADLAR—Private Banks)   April 3, 2015

Series III

  February 19, 2014   Pesos     31,500,000       Floating + 3.48% (BADLAR—Private Banks)   November 18, 2014

Series IV

  February 21, 2014   Pesos     53,888,888       Floating + 5% (BADLAR—Private Banks)   August 21, 2015

Series V

  August 15, 2014   Pesos     147,222,222       Floating + 3.75% (BADLAR—Private Banks)   February 15, 2016

Series VI

  May 14, 2015   Pesos     145,980,000     145,980,000   Fixed 29.00%   May 14, 2016

Series VII

  May 14, 2015   Pesos     11,578,947     11,578,947   Floating + 5% (BADLAR—Private Banks)   November 14, 2016

Series VIII

  October 6, 2015   Pesos     54,000,000     54,000,000   Fixed 28.5%   July 6, 2016

Series IX

  October 6, 2015   Pesos     88,750,000     88,750,000   Mixed. Fixed 27% and Floating + 5.95 (BADLAR—Private Banks)   April 6, 2017

        As of the date of this prospectus, Series I, II, III, IV and V have been paid in full.

        As of December 31, 2015, the amount outstanding in respect of the CCF notes was Ps.447.5 million.

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CCF—Syndicated Loans

        On September 21, 2012, CCF entered into a loan contract called "Syndicated Loan II" with the banks set forth in the table below for Ps.54 million bearing interest at a floating rate of BADLAR—Private Banks + 3.75 basis points. The loan was outstanding until June 30, 2014 and was paid in five installments, with a grace period of six months. Interest payments were made quarterly. Banco Santander Río S.A. was administrative agent under this loan.

Bank
  Share of
Syndicated Loan
(pesos)
 

Banco Santander Río S.A. 

    15,000,000  

Banco de la Ciudad de Buenos Aires

    15,000,000  

HSBC Bank Argentina S.A. 

    10,000,000  

Banco de La Pampa S.E.M. 

    5,000,000  

Banco de Servicios y Transacciones S.A. 

    5,000,000  

Banco de San Juan S.A. 

    4,000,000  

        On June 19, 2013, CCF entered into a loan contract called "Syndicated Loan III" with the banks set forth in the table below for Ps.90 million bearing interest at a floating rate of BADLAR—Private Banks + 5 basis points. The loan was outstanding until December 19, 2014. Interest payments were made quarterly. Galicia y Buenos Aires S.A. was administrative agent under this loan.

Bank
  Share of
Syndicated Loan
(pesos)
 

Banco de Galicia y Buenos Aires S.A. 

    25,000,000  

Banco de la Ciudad de Buenos Aires

    25,000,000  

Banco de San Juan S.A. 

    15,000,000  

BACS Banco de Crédito y Securitización S.A. 

    5,000,000  

Banco Macro S.A. 

    20,000,000  

        On June 22, 2015, CCF entered into a loan contract called "Syndicated Loan IV" with the banks set forth in the table below for Ps.110.0 million bearing interest at a floating rate of BADLAR—Private Banks + 5.5 basis points. The loan will be payable in 12 installments until December 12, 2016, with a grace period of 6 months. Interest payments are made monthly. Banco de Servicios y Transacciones S.A. is administrative agent under this loan.

Bank
  Share of
Syndicated Loan
(pesos)
 

Banco de Servicios y Transacciones S.A. 

    22,500,000  

Banco de la Ciudad de Buenos Aires

    30,000,000  

BACS Banco de Crédito y Securitización S.A. 

    20,000,000  

Banco Mariva S.A. 

    15,000,000  

Banco Industrial S.A. 

    10,000,000  

Banco Sáenz S.A. 

    7,500,000  

Banco Meridian S.A. 

    5,000,000  

Cordial Microfinanzas—Financings and Loans—FMO and the Fondo de Capital Social ("FONCAP")

        On December 20, 2007, Cordial Microfinanzas and Grupo Supervielle as co-borrower entered into a financing agreement with Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V. (FMO). In February 2008, Cordial Microfinanzas received US$3.0 million in Pesos over six biannual and consecutive

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installments. The loan bears interest at BADLAR—Private Banks plus 4.0%. On March 29, 2011, we signed an addendum with FMO pursuant to which the loan amortization term was extended two years, extending the loan's maturity to April 15, 2013.

        On October 2, 2012, Cordial Microfinanzas entered into a financing agreement with FONCAP S.A. for a total amount of Ps.2.0 million in Pesos payable in ten equal, quarterly and consecutive installments. The first maturity date was on July 17, 2014.

        As of December 31, 2015, the amount outstanding under the lines of credit taken out by Cordial Microfinanzas, including accrued interest, were Ps.1.5 million under the line of credit with FMO and Ps.10.6 million under the line of credit with FONCAP.

        On July 1, 2015, Cordial Microfinanzas entered into an agreement with FIS to assume the following liabilities: (i) Ps.9.5 million pursuant to an agreement with FONCAP dated July 14, 2015 and (ii) Ps.2.9 million denominated in U.S. dollars and payable in Pesos pursuant to an agreement with Oikocredit, Ecumenical Development Cooperative Society U.A. On July 14, 2015, Cordial Microfinanzas also entered into a new line of credit for Ps.2.0 million with FONCAP.

Consolidated Capital

        The table below shows information on our shareholders' equity as of the dates indicated.

 
  Year ended December 31,  
 
  2015   2014   2013  
 
  (in thousands of Pesos, except percentages)
 

Shareholders' equity

    2,373,710     1,706,986     1,352,408  

Average shareholders' equity(1)

    2,094,750     1,601,589     1,212,654  

Shareholders' equity as a percentage of total assets

    7.2 %   7.3 %   7.8 %

Average shareholders' equity as a percentage of average total assets

    7.8 %   8.0 %   8.3 %

Total liabilities as a multiple of total shareholders' equity

    12.9x     12.6x     11.9x  

Tangible shareholders' equity(2) as a percentage of Total Tangible Assets

    6.5 %   6.5 %   6.7 %

(1)
Calculated on a daily basis.

(2)
Tangible shareholders' equity represents shareholders' equity minus intangible assets.

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        The table below shows information on the Bank and CCF's consolidated computable regulatory capital, and minimum capital requirements as of the dates indicated.

 
  As of December 31,  
Total Capital
  2015   2014   2013  

Tier 1 Capital

                   

Paid in share capital common stock

    456,140     456,140     456,140  

Share premiums

    8,064     8,064     8,064  

Disclosed reserves and retained earnings

    1,630,958     1,117,001     722,752  

Non-controlling interests

    14,199     11,250     10,492  

100% of results

    358,898     368,648     273,561  

50% of positive results

    129,275     72,655     60,342  

Sub-Total: Gross Tier I Capital

    2,597,534     2,033,758     1,531,351  

Deduct:

                   

All Intangibles

    249,375     215,275     197,732  

Pending items

    23,488     12,526     4,715  

Other deductions

    18,790     728     678  

Total Deductions

    291,653     228,529     203,125  

Sub-Total: Tier I Capital

    2,305,881     1,805,229     1,328,226  

Tier 2 Capital

                   

General provisions/general loan-loss reserves 50%

    221,563     160,071     123,510  

Subordinated term debt

    441,116     372,026     320,530  

Sub-Total: Tier 2 Capital

    662,679     532,097     444,040  

Total Capital

    2,968,560     2,337,326     1,772,266  

Credit Risk weighted assets(1)

    25,248,691     18,310,384     13,762,992  

Risk weighted assets(2)

    34,314,613     26,324,038     19,740,600  

Tier 1 Capital / Credit risk weighted assets

    9.1 %   9.9 %   9.7 %

Tier 1 Capital / Risk weighted assets

    6.7 %   6.9 %   6.7 %

Regulatory Capital / Credit risk weighted assets

    11.8 %   12.8 %   12.9 %

Regulatory Capital / Risk weighted assets

    8.7 %   8.9 %   9.0 %

(1)
Credit Risk Weighted Assets is calculated by applying the respective credit risk-weights to our assets, following Central Bank regulations. It does not include market risk or operational risk.

(2)
Risk Weighted Assets is calculated by multiplying the required minimum capital under Central Bank regulations by 12.5. The minimum capital requirement includes credit risk, market risk and operational risk. This calculation has been applicable since 2013.

Capital Expenditures

        In the course of our business, our capital expenditures are mainly related to infrastructure and organizational and IT system development. In general terms, our capital expenditures are not significant when compared to our total assets.

        We expect that capital expenditures in 2016 will be related to infrastructure, IT systems development and properties. We anticipate to fund such capital expenditures with cash flow from operating activities.

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Contractual Obligations

        The table below identifies the principal amounts of our main on-balance sheet contractual obligations, their currency of denomination, remaining maturity and interest rate and the breakdown of payments due, as of December 31, 2015.

 
  Amounts due by period(1)  
 
  Maturity   Annual
Interest Rate
  Less than
1 year
  1 - 3
years
  3 - 5
years
  After
5 years
  Total at
December 31,
2015
 
 
  (in thousands of Pesos)
 

Deposits

            23,706,094     10,483             23,716,577  

Central Bank

            3,123                 3,123  

International banks and institutions

            128,188     1,994             130,182  

Short Term Financial Loans (US$) FMO

  2016   Badlar + 4%     10                 10  

Mid Term Financial Loans (US$)

  2017         128,178     1,994             130,172  

Financing received from Argentine financial institutions

            618,775     167,059     527         786,361  

Short Term Financial Loans (Pesos)

  2016       4,950                       4,950  

Medium Term Financial Loans (Pesos)

  2017   23% - 35%     342,174     133,236             475,410  

Long Term Financial Loans (Pesos)

  2017 - 2020   13% - 26.58%     17,637     28,118     527         46,282  

Call Operations

  2016   31% - 40%     122,000                 122,000  

Overdraft

  2016       127,323                 127,323  

FONCAP (Pesos)

  2017   Badlar + 5%     4,692     5,705             10,397  

Unsubordinated corporate bonds

            831,848     579,509             1,411,357  

Negotiable Obligation Class (Pesos) V (BS)

  2017   28.66%         338,716             338,716  

Negotiable Obligation (Pesos) Class V

  2016   BADLAR + 375 bps     147,222                 147,222  

Negotiable Obligation (Pesos) Class VI

  2016   29.00%     145,980                 145,980  

Negotiable Obligation (Pesos) Class VII

  2016   BADLAR + 5 bps     11,579                 11,579  

Negotiable Obligation (Pesos) Class VIII

  2016   28.50%     54,000                 54,000  

Negotiable Obligation (Pesos) Class IX

  2017   27.00%         88,750             88,750  

Class XIII (Pesos)

  2019   BADLAR + 6.25%     2,610     22,658             25,268  

Class XV (Pesos)

  2016   BADLAR + 4.65%     84,975                 84,975  

Class XVI (Pesos)

  2016   BADLAR + 3.25%     81,754                 81,754  

Class XVII (Pesos)

  2016   Fixed 28.5%     133,904                 133,904  

Class XVIII (Pesos)

  2016   BADLAR + 4.8%     23,957                 23,957  

Class XIX (Pesos)

  2016   Mixed: Fixed 28.5% until the ninth month and BADLAR + 4.5%     140,968                 140,968  

Class XX (Pesos)

  2017   Mixed: Fixed 27.5% until the sixth month and BADLAR + 4.5%     4,899     129,385             134,284  

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  Amounts due by period(1)  
 
  Maturity   Annual
Interest Rate
  Less than
1 year
  1 - 3
years
  3 - 5
years
  After
5 years
  Total at
December 31,
2015
 
 
  (in thousands of Pesos)
 

Subordinated loan

                652,672     297,363     175,818     1,125,853  

Negotiable Obligation Class I

  2017   11.38%         652,672             652,672  

Negotiable Obligation Class III

  2020   7.00%             297,363         297,363  

Negotiable Obligation Class IV

  2021   7.00%                 175,818     175,818  

Others

            1,709,103                 1,709,103  

Total contractual cash obligations

            26,997,131     1,411,717     297,890     175,818     28,882,556  

(1)
Reflects penalties payable to the Central Bank in connection with the Bank's clients' bounced checks.

Off-balance Sheet Contractual Obligations

        Our off-balance sheet risk mainly arises from the Bank's activities.

        In the normal course of its business, the Bank is a party to financial instruments with off-balance sheet risk which are entered into in order to meet the financing needs of its customers. These instruments expose us to credit risk in addition to the amounts recognized on our consolidated balance sheets. These financial instruments include stand-by letters of credit and guarantees granted.

        We also have off-balance sheet commercial commitments arising from our lease agreements for our administrative buildings and offices (including our headquarters), branches, senior citizen service centers, sales and collection centers and storage properties.

Stand-by Letters of Credit and Guarantees Granted

        Stand-by letters of credit and guarantees granted are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Guarantees granted are surety guarantees in connection with transactions between two parties.

        We use the same credit policies in issuing stand-by letters of credit and making guarantees as we do for granting loans. In the opinion of our management, our outstanding commitments do not represent unusual credit risk.

        The contractual amount of these instruments represents the maximum possible credit risk should the counterparty draw down the commitment or we fulfill our obligation under the guarantee, and the counterparty subsequently fails to perform according to the terms of the contract. Most of these commitments and guarantees expire without the counterparty drawing on the credit line or a default occurring or without being drawn. As a result, the total contractual amount of these instruments does not represent our future credit exposure or funding requirements. Further, certain commitments, primarily related to consumer financing are cancelable, upon notice, at our option.

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        The following table sets forth the maximum potential amount of future payments under stand-by letters of credit and financial guarantees.

 
  Amounts Due by Period  
 
  Less than
1 Year
  1 - 3
Years
  3 - 5
Years
  After
5 Years
  Total at
December 31,
2015
 
 
  (in thousands of Pesos)
 

Guarantees

    124,811     41,705     28,350     206,568     401,434  

Stand-by letters of credit

    77,472                 77,472  

Total Off Balance Sheet

    202,283     41,705     41,705     206,568     478,906  

Commitments under Lease Agreements

        Our commitments under our lease agreements are mainly rental payments. We can terminate lease agreements at any time at low or no cost at our option.

        The following table sets forth the maximum potential amount of future payments under our lease agreements.

 
  Amounts Due by Period  
 
  Less than
1 Year
  1 - 3
Years
  3 - 5
Years
  After
5 Years
  Total As
December 31,
2015
 
 
  (in thousands of Pesos)
 

Lease commitments

    167,992     267,999     147,044     7,560     590,595  

Total commercial commitments

    167,992     267,999     147,044     7,560     590,595  

Market Risk

        Market risk is the risk of loss arising from fluctuations in financial markets variables, such as interest rates, foreign exchange rates and other rates or prices. This risk is a consequence of lending, trading and investments businesses and mainly consists of interest rate risk and foreign exchange risk.

        Policies regarding market risk are applied at the level of our subsidiaries. Our market risk arises mainly from the operations of the Bank in its capacity as a financial intermediary. Our other subsidiaries are also subject to market risk. However, this risk is not significant and it is therefore not discussed below.

        The Risk Management Committee is responsible for approving and amending the Bank's market risk policies.

        The Risk Management Committee uses a risk map to explain, in detail, the trades that the money desk is authorized to close and identifies the officers authorized to close those transactions. The risk map also describes the maximum terms for transactions, maximum amounts for the position in each product and the maximum amount of losses accepted ("stop loss"), and the credit risk limits with all financial counterparties, and it is structured in a manner that establishes different investment amounts tied to the Bank's organizational chart, where the Treasury Manager has the highest authorized amount.

        The Bank's operations area ensures that each product's back office conducts a daily control over compliance with the limits established in the risk map. In the event that an exception is needed, the back office must apply for authorization from the CEO while maintaining the global financial risk committee informed of all developments.

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        In addition, the Risk Management Committee authorizes risk levels in terms of interest rate, foreign exchange rate, inflation and term imbalance risks. The Assets and Liabilities Committee is responsible for monitoring compliance with the Bank's market risk policies every two weeks.

        In the course of its monthly meetings, the Bank's Board of Directors is advised of the full range of resolutions adopted by the assets and liabilities committee, including: liquidity risk, market risk, foreign currency risk and interest rate risk management.

        The Bank evaluates, upgrades and improves market risk measurements and controls on a daily basis. In order to measure significant market risks (whether they arise in trading or non-trading portfolios), the Bank uses the value at risk methodology, or "VaR". This methodology is based on statistical methods that take into account many variables that may cause a change in the value of its portfolios, including interest rates, foreign exchange rates, securities prices, volatility and any correlation among them. VaR is an estimation of potential losses that could arise from reasonably likely adverse changes in market conditions. It expresses the maximum amount of loss expected (given a confidence interval) over a specified time period, or "time horizon," if that portfolio were held unchanged over that time period.

        All VaR models, while forward-looking, are based on past events and are dependent upon the quality of available market data. The quality of the Bank's VaR models is therefore continuously monitored. As calculated, VaR is an estimate of the expected maximum loss in the market value of a given portfolio over a five-day time horizon at a one-tailed 99% confidence interval. The Bank assumes a five-day holding period and adverse market movements of 2.32 standard deviations as the standard for risk measurement and comparison.

        The following table shows the five-day 99% confidence VaR for our combined trading portfolios in 2015, 2014 and 2013 (in thousands of Pesos):

 
  2015   2014   2013  

Minimum

    59,350     18,036     4,413  

Maximum

    30,741     90,196     32,704  

Average

    46,028     44,678     12,797  

As of December 31,

    30,741     51,073     32,704  

        In order to take advantage of good trading opportunities, the Bank has sometimes increased risk; however, during periods of uncertainty, the Bank has also reduced it.

Interest Rate Risk

        Central Bank Communication "A" 5580 did not impact our minimum capital requirements for interest rate risk and other related measures. Notwithstanding this fact, the Superintendency will continue to review such risks and may determine that there is a need for additional regulatory capital. See "Argentine Banking Regulation—Liquidity and Solvency Requirements—Limitations."

        We define Interest Rate Risk as the risk relating to changes in the entity's financial income and economic value as a result of fluctuations in the market's interest rates. The following are known factors that contribute to this risk:

    Differences in maturity and adjustment dates of assets, liabilities and off-balance sheet holdings;

    Foreseeability, evolution and volatility with respect to local interest rates, foreign interest rates and CET;

    The base risk arising out of an imperfect correlation when adjusting asset and liability rates for instruments with similar revaluation characteristics.

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    Implicit options for particular assets, liabilities and off-balance sheet commitments held by the entity.

        The Bank and CCF employ a prudent interest rate risk strategy allowing them to uphold their commitments and maintain desired levels of revenue and capital, both in normal and adverse market conditions.

Interest Rate Risk Management Model

        The Bank and CCF include interest rate gaps in their interest rate risk management model. This approach analyzes mismatches between asset and liability interest rates between reevaluation periods with respect to balance sheet and off-balance sheet line-items. The result is a basic representation of the balance sheet structure that allows for the detection of interest rate risk concentrations within the different periods. This is also used to estimate the potential impact of interest rates falling outside of the financial margin (NIM-EaR method) and the entity's economic value (MVE-VaR method).

        Every balance sheet and off-balance sheet line-item is classified according to its maturity. For asset/liability management accounts without maturity, an internal method of analysis is used to determine possible maturity and sensitivity.

        The Asset and Liability Management Committee monitors interest rate risk management and each financial management team is in charge of executing it. The Risk Management team and Financial Planning team are in charge of monitoring compliance, enforcing risk management strategies and issuing periodic reports.

Interest Rate Risk Capital Requirement

        The Bank and CCF evaluate their minimum capital requirements relating to interest rate risk through the MVE-EaR model, using a holding period of three months and a 99% confidence interval. This quantitative model factors in the economic capital required for our securitization risk. The following chart shows the three-month 99% confidence interest rate risk VaR for our combined trading portfolios for 2015, 2014 and 2013 (in thousands of Pesos):

 
  2015   2014   2013  

Minimum

    221,237     133,616     55,791  

Maximum

    160,590     186,101     122,293  

Average

    196,582     156,459     95,083  

As of December 31,

    184,564     174,707     119,786  

        The Bank and CCF's consolidated gap position refers to the mismatch of interest-earning assets and interest-bearing liabilities.

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        The following tables show the Bank and CCF's consolidated exposure to a positive interest rate gap, excluding CER adjusted securities:

 
  Remaining Maturity at December 31, 2015  
 
  0 - 1 Year   1 - 5 Years   5 - 10 Years   Over 10 Years   Total  
 
  (in thousands of Pesos, except percentages)
 

Interest-earning assets

                               

Investment Portfolio(1)

    859,919     1,378,885     183     8,446     2,247,433  

Loans to the non-financial public sector(2)

    5,205     2,801             8,006  

Loans to the private and financial sector(2)

    15,908,276     4,479,391     8,143         20,395,810  

Other assets

    20,651     1,290             21,941  

Receivables from financial leases

    359,063     709,404     1,343         1,069,810  

Total interest-earning assets

    17,153,114     6,571,771     9,669     8,446     23,743,000  

Interest-bearing liabilities

                               

Savings

    6,901,272                 6,901,272  

Time deposits

    10,376,487     8,961             10,385,448  

Investment accounts

    714,900                 714,900  

Subordinated notes

    358,781     427,466     1,108,619         1,894,866  

Liabilities with Argentine financial institutions

    586,080     161,881             747,961  

Liabilities with international banks and institutions

    126,962                 126,962  

Total interest-bearing liabilities

    19,064,482     598,308     1,108,619         20,771,409  

Asset/liability gap

    (1,911,368 )   (5,973,463 )   (1,098,950 )       (2,971,591 )

Cumulative asset/liability gap

    (1,911,368 )   (4,062,095 )   (2,963,145 )   (2,971,591 )      

Cumulative sensitivity gap as a percentage of total interest-earning assets

    (8.12 )   16.40     11.71     11.75        

(1)
Includes government securities, instruments issued by the Central Bank and participation in our securitization trusts.

(2)
Loan amounts are stated before deducting allowances for loan losses. Non-accrual loans are included with loans as interest-earning assets.

        The following two tables detail the Bank's consolidated exposure to an interest rate gap, including CER adjusted securities, which may differ from ordinary interest rate securities behavior. Although the Bank maintains a positive gap in CER adjusted securities with maturities over one year, it is not significant.

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        The table below shows the Bank's consolidated exposure to an interest rate gap, in Pesos:

 
  Remaining Maturity at December 31, 2015  
 
  0 - 1 Year   1 - 5 Years   5 - 10 Years   Over 10 Years   Total  
 
  (in thousands of Pesos, except percentages)
 

Interest-earning assets in national currency

                               

Investment Portfolio(1)

    852,327     1,214,316             2,066,643  

Loans to the non-financial public sector(2)

    5,205     2,801             8,006  

Loans to the private and financial sector(2)

    15,149,205     4,497,715     8,143         19,655,063  

Other assets

    1,837                 1,837  

Receivables from financial leases

    359,063     709,404     1,343         1,069,810  

Total interest-earning assets

    16,367,637     6,424,236     9,486         22,801,359  

Interest-bearing liabilities in national currency

                               

Savings

    6,271,725                 6,271,725  

Time deposits

    9,820,755     7,010             9,827,765  

Investment accounts

    714,900                 714,900  

Subordinated notes

    358,781     427,466             786,247  

Liabilities with Argentine financial institutions

    586,080     161,881             747,961  

Liabilities with international banks and institutions

                     

Total interest-bearing liabilities

    17,752,241     596,357             18,348,598  

Asset/liability gap

    (1,384,604 )   5,827,879     9,486         4,452,761  

Cumulative asset/liability gap

    (1,384,604 )   4,443,275     4,452,761     4,452,761        

Cumulative sensitivity gap as a percentage of total interest-earning assets

    (5.99 )   18.77     18.81     18.81        

(1)
Includes government securities, instruments issued by the Central Bank and participation in our securitization trusts.

(2)
Loan amounts are stated before deducting allowances for loan losses. Non-accrual loans are included with loans as interest-earning assets.

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        The table below shows the Bank's consolidated exposure to an interest rate gap in foreign currency:

 
  Remaining Maturity at December 31, 2015  
 
  0 - 1 Year   1 - 5 Years   5 - 10 Years   Over 10 Years   Total  
 
  (in thousands of Pesos, except percentages)
 

Interest-earning assets in foreign currency

                               

Investment Portfolio(1)

    7,592     164,569     183     8,446     180,790  

Loans to the private and financial sector(2)

    728,655     12,092             740,747  

Other assets

    18,814     1,290             20,104  

Receivables from financial leases

                     

Total interest-earning assets

    755,061     177,951     183     8,446     941,641  

Interest-bearing liabilities in foreign currency

                               

Savings

    629,547                 629,547  

Time deposits

    555,732     1,951             557,683  

Subordinated notes

    32,479         1,108,619         1,108,619  

Liabilities with Argentine financial institutions

                     

Liabilities with international banks and institutions

    126,962                 126,962  

Total interest-bearing liabilities

    1,312,241     1,951     1,108,619         2,422,811  

Asset/liability gap

    (557,180 )   176,000     (1,108,436 )   8,446     (1,481,170 )

Cumulative asset/liability gap

    (557,180 )   (381,180 )   (1,489,616 )   (1,481,170 )      

Cumulative sensitivity gap as a percentage of total interest-earning assets

    (59.17 )   (40.48 )   (158.81 )   (157.91 )      

(1)
Includes government securities, instruments issued by the Central Bank and participation in our securitization trusts.

(2)
Loan amounts are stated before deducting allowances for loan losses. Non-accrual loans are included with loans as interest-earning assets.

Foreign Currency Risk

        The Risk Management Committee is responsible for deciding the net position in foreign currency to be maintained at all times according to market conditions and monitoring it regularly.

        Policies regarding foreign currency risk are applied at the level of our subsidiaries. Our foreign currency risk arises mainly from the operations of the Bank in its capacity as a financial intermediary. Our other subsidiaries are also subject to foreign currency risk. However, this risk is not significant and it is therefore not discussed below.

        Since May 2003, the fluctuation of the U.S. dollar has been included as a risk factor for the calculation of the market risk requirement, considering all assets and liabilities in U.S. dollars. As of December 31, 2015, the Bank's consolidated total net asset foreign currency position subject to foreign currency risk was Ps.139.7 million, and this position generated a value at risk of Ps.3.2 million as of such date.

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Liquidity Risk

        Policies regarding liquidity risk are applied at the level of our subsidiaries. Our liquidity risk arises mainly from the operations of the Bank and CCF. Our other subsidiaries are also subject to liquidity risk, which is not significant.

        The Bank and CCF define liquidity risk as the risk of having to pay additional financial costs due to an unexpected need for liquidity. This risk arises out of the differences in amounts and maturity of the assets and liabilities held by the Bank. There are two types of Liquidity Risk:

    Funding Liquidity Risk, which results from the inability to obtain funds at market price that are needed to ensure liquidity, mainly due to the market's perception of the Bank and CCF.

    Market Liquidity Risk, which occurs when the Bank or CCF cannot trade its position in one or several assets at market price, which is caused by two factors:

    the assets are not sufficiently liquid and cannot be traded in the secondary market; and

    changes in the market where the assets are traded.

        To manage liquidity risk, the Bank and CCF focus on their sources of liquidity. The Bank relies on certain financial products that can provide a quick source of liquidity in extreme situations of illiquidity. To this effect, the Bank considers factoring positions with a maturity of less than 90 days among its principal liquidity indicators and continuously monitors its factoring positions. The Bank also uses these indicators to determine its liquidity risk policy.

        Following the same prudent risk strategy, the Bank and CCF prioritize the securitization of assets with a maturity of over 180 days, which reflects the Bank's and CCF's policy to minimize maturity mismatches.

        In addition, the Bank and CCF rely on a system of indicators that allows them to detect and take steps to prevent potential liquidity risks. The Bank's and CCF's system of indicators and risk limits are established by the Risk Management team and approved by the Board of Directors. These indicators are constantly monitored by the Risk Management Committee.

        The Risk Management Committee coordinates and supervises the identification, measuring and monitoring of liquidity risk. The Assets and Liabilities Committee develops the strategies that allow for adequate liquidity risk management. The Assets and Liabilities Committee relies on several different departments within the Bank to develop and enforce these strategies, from issuing reports and risk management proposals to monitoring compliance with the established limits.

        In addition, the Bank must comply with the liquidity coverage ratio established by the Central Bank, under a stress test scenario with a 30 day horizon.

Operational Risk

        We define operational risk as the risk of loss resulting from inadequate or failed internal processes due to personnel, systems or external events. The definition includes legal risk but excludes strategic and reputational risk. Legal risk can result from internal or external events and includes exposure to sanctions, penalties or other economic consequences that arise out of non-compliance with contractual or regulatory obligations.

        We believe that we are pioneers in the design of operational risk management frameworks in Argentina, placing emphasis on risk identification, risk management policies and our organizational model. We have tailored our framework to the requirements established by the Central Bank, the Basel accords and international best practices. The Bank's operational risk management processes are overseen by a process owner, who is assisted by a network of correspondents, and every branch and

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service center has a delegate in charge of monitoring risk. The correspondents and delegates report to the Operational Risk Department, ensuring that the Bank's entire network is working together to monitor operational risk.

Operational Risk Measuring Models

        The risk management process is based on complying with several stages designed to evaluate the Bank's vulnerability to operational risk events, minimizing operational risk. This method allows the Bank to achieve a better understanding of its operational risk profile and adopt the necessary measures to address any vulnerability. The stages are divided into:

    Identification of operational risk by implementing a self-assessment risk control model, which applies to each of the Bank's processes.

    Measurement and evaluation of operational risk by establishing risk levels, testing the effectiveness of control mechanisms and determining residual risk for each of the Bank's processes.

    Mitigation, resulting from the application of plans of action and strategies designed to maintain risks within the levels established by the Board of Directors.

    Monitoring to quickly detect and address deficiencies in the policies, processes and procedures for managing operational risk, and to ensure constant improvement.

    Documenting the incidents and losses from operational risk by establishing a database that allows for a comparison of the frequency and impact of operational risk events with the risk control self-assessment model.

        The Bank and CCF both have an Operational Risk Committee that is in charge of the enforcement of the operational risk policies and monitors the operational risks and operational risk events affecting each entity. In addition, the Operational Risk Committee issues reports to each entity's high management and Risk Management Committee, and the Board of Directors.

        The Bank and CCF internally evaluate their minimum capital requirements regarding operational risk through a model that calculates (i) expected losses, (ii) VaR (at a 99% confidence interval) and (iii) the minimum capital required to cover unexpected losses. The holding period used is one year.

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BUSINESS

Overview

        We are a private domestically-owned financial group with a long-standing presence in the Argentine financial system and a leading competitive position in certain attractive market segments. We are controlled by the Supervielle family, which entered the Argentine banking sector in 1887. We own the fifth largest Argentine private domestically-owned bank in terms of assets. We maintain a strong geographic presence in the City of Buenos Aires and the Greater Buenos Aires metropolitan area, which is Argentina's most commercially significant and highly populated area, and we are leaders in terms of our banking network in some of Argentina's most dynamic regions, including Mendoza and San Luis. The Bank, which consolidated with CCF, is our main asset, comprising 97.3% of our total assets, and has a history of strong growth. Between the 2011-2015 period, our loan portfolio grew at a CAGR of 34.7%, as compared to an average of 31.1% for the private financial system in Argentina for the same period according to the Central Bank. As of December 31, 2015, we served over two million customers, and our assets totaled Ps.33.0 billion (approximately US$2.5 billion), in addition to Ps.5.9 billion (approximately US$450 million) of assets managed by SAM. As of December 31, 2015, the Bank and CCF accounted for 89.3% and 8.0% of our total assets, respectively.

        As of December 31, 2015 and 2014, according to calculations performed based on Central Bank and other third party information, our share of the Argentine private bank market for the products or segments indicated below was:

    Personal loans: a 5.9% market share as of December 31, 2015, compared to a 5.0% market share as of December 31, 2014;

    Active Mastercard credit cards: an 8.4% market share as of December 31, 2015, compared to a 9.1% market share as of December 31, 2014; and

    Leasing: a 9.6% market share, and a market share greater than 11.0% when taking into account our securitized leasing portfolio as of December 31, 2015, compared to market shares of 6.3% and 10%, respectively, as of December 31, 2014.

        According to the most recent publicly available information based on data published by the Central Bank as of November 30, 2015, we had a 7.5% market share in factoring, compared to a 9.8% market share as of December 31, 2014;

        As of the nine-month period ended September 30, 2015:

    Deposits among private banks in the Mendoza and San Luis regions: a 19.1% and 53.1% market share, respectively; and

    Total loans among private banks in the Mendoza and San Luis regions: a 14.4% and 48.9% market share, respectively.

        In the years ended December 31, 2015 and 2014, respectively,

    The Bank originated 38.1% and 45.1% of all bank asset securitizations in the Argentine market;

    We originated 9.6% and 16.2% of all asset securitizations in the Argentine market; and

    We managed 12.9% and 12.9% of all social security payments to senior citizens in Argentina.

        We offer diverse financial products and services that are specifically tailored to cover the different needs of our customers through a multi-brand and multi-channel platform. We have developed a multi-brand business model to differentiate the financial products and services we offer to a wide spectrum of individuals, SMEs and medium to large-sized companies in Argentina. Our infrastructure supports our multi-channel distribution strategy with a strategic national footprint through 325 access points, which

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include 110 bank branches, 67 senior citizen service centers, 11 banking payment and collection centers, 66 CCF sales points located in Walmart supermarkets, 61 consumer financing branches and other sale points, 9 microfinance branches, 491 ATMs and 158 self-service terminals. As of December 31, 2015, we had 5.0% market share in terms of branches and ATMs among private Argentine banks according to Central Bank information. In February 2016, the Central Bank approved our request to convert 35 of our 67 senior citizen service centers into full bank branches. As a result, as of the date of this prospectus, we have 145 bank branches and 32 senior citizen service centers.

        Building on our banking sector expertise, we identify cross-selling opportunities and offer targeted products to our customers at each point of contact, including by acting as the exclusive on-site provider of financial services to Walmart Argentina customers at each of Walmart Argentina's 108 supermarkets located in 21 provinces.

        As of December 31, 2015 and 2014, on a consolidated basis, we had:

    Over two million customers, including 1.7 million retail customers of the Bank and approximately 0.4 million retail customers of our other subsidiaries, 14,774 small businesses and 4,492 SMEs and large-sized companies

    as of December 31, 2015, compared to over two million customers, including 1.6 million retail customers of the Bank and approximately 0.4 million retail customers of our other subsidiaries, 12,389 small businesses and 3,957 SMEs and large-sized companies as of December 31, 2014;

    Ps.33.0 billion in total assets as of December 31, 2015, compared to Ps.23.2 billion in total assets as of December 31, 2014;

    Ps.20.0 billion in loans to the private sector and Ps.1.1 billion in financial leases as of December 31, 2015, compared to Ps.14.6 billion in loans to the private sector and Ps.584 million in financial leases as of December 31, 2014;

    Ps.1.3 billion in senior and subordinated bonds and participation certificates in financial trusts (which held Ps.2.8 billion in personal loans and financial leases) created in connection with our securitization transactions as of December 31, 2015, compared to Ps.1.3 billion in senior and subordinated bonds and participation certificates in financial trusts (which held Ps.3.1 billion in personal loans and financial leases) created in connection with our securitization transactions as of December 31, 2014;

    Ps.23.7 billion in deposits, including Ps.22.3 billion from the private sector, Ps.251.0 million from the financial sector and Ps.1.2 billion from the non-financial public sector as of December 31, 2015, compared to Ps.16.9 billion in deposits, including Ps.15.3 billion from the financial sector and Ps.1.4 billion from the non-financial public sector as of December 31, 2014;

    Ps.2.4 billion in shareholders' equity as of December 31, 2015, compared to Ps.1.7 billion in shareholders' equity as of December 31, 2014; and

    4,843 employees as of December 31, 2015, compared to 4,579 employees as of December 31, 2014.

        We have developed a segmentation strategy of our customer base to target the specific needs of each category of customers. Our business model has allowed us to deliver sustained levels of growth and profitability.

        Between 2013 and 2015 the Bank's loan portfolio grew at a CAGR of 31.5%, as compared to 29.7% for private banks in Argentina. The Bank's annualized ROAE was 28.5%, 35.2%, 27.7%, 27.3% and 24.9% for the fiscal years ended December 31, 2011, 2012, 2013, 2014 and 2015, respectively, compared to an average annualized ROAE of 25.6%, 26.4%, 29.1%, 32.1% and 31.2% for private banks in Argentina over the same periods. The Bank achieved net interest margins of 12.5%, 15.1%,

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15.0%, 16.7% and 17.3% for the fiscal years ended December 31, 2011, 2012, 2013, 2014 and 2015, respectively, which compares favorably to averages for private banks in Argentina of 10.6%, 12.3%, 12.5%, 14.2% and 15.0% for the fiscal years ended December 31, 2011, 2012, 2013, 2014 and 2015, respectively. As of December 31, 2015, the Bank accounted for 3.7% of all loans held by private banks in Argentina and 3.1% of all deposits maintained with such banks, compared to 3.1% and 2.8%, respectively, in 2011.

        Our technology-based sales model enhances our ability to offer customers efficient, high quality service. The Bank has made significant investments in its ATMs and self-service terminal network, doubling the network from 2010 to 2015. We were the first bank in Argentina to use biometrics technology as part of our distribution channels. We also have technology scoring systems that allow for an efficient credit-related decision-making process.

Segments

        We conduct our operations through the following segments:

    Retail Banking

    Corporate Banking

    Treasury

    Consumer Finance

    Insurance

    Asset Management & Other Services

Products and Services

        We offer our products and services in Argentina's main regions and cities through our main operating subsidiaries, which include:

    Banco Supervielle S.A., a universal commercial banking institution,

    Cordial Compañía Financiera S.A., a consumer financing company,

    Tarjeta Automática S.A., a private label credit card company,

    Cordial Microfinanzas S.A., a company that specializes in microfinance,

    Supervielle Seguros S.A., an insurance company,

    Supervielle Asset Management Sociedad Gerente de FCI S.A., an asset management company, and

    Espacio Cordial Servicios S.A., a retail company selling non-financial products and services.

Our Competitive Strengths

        We have achieved a strong competitive position in our core products (personal loans, factoring, leasing and social security payments to senior citizens).

        We have developed a leading position in the Argentine market in a number of attractive products to different customer segments.    We are leaders in the Argentine market in the following areas:

    Retail Customers.  We maintain leading positions in attractive retail banking and consumer financing segments, offering a variety of products, from personal loans and credit cards to social security payment services to senior citizens. As of December 31, 2015, we had approximately

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      2.1 million retail customers, accounting for Ps.15.8 billion (approximately US$1.2 billion) in deposits. As of December 31, 2015, the Bank and CCF's loans to retail customers represented 5.9% of the Argentine private banks market for personal loans, which ranked fifth out of 49 private banks in Argentina. In 2015, the Bank managed 12.9% of all monthly social security payments to senior citizens (who collect their payments on a monthly basis), ranking first among Argentine private banks. Additionally, we are the largest private issuer of MasterCard credit cards and the exclusive on-site provider of financial services to Walmart Argentina customers, with a contract recently extended through August 2020, renewable at expiration.

    Corporate Customers.  We are also a leading provider of specially tailored financial services and products to the corporate sector, with a particular focus on SMEs and large-sized companies. As of December 31, 2015, we had a 9.6% market share in leasing, which ranked fifth out of 49, according to our estimates based on Central Bank information. In 2015, our leasing market share was 11.8% when taking into account the securitized leasing portfolio. As of November 30, 2015, we had a 7.5% market share in factoring in terms of Argentine private banks, which ranked fifth out of 49, based on the most recent publicly available information based on data published by the Central Bank.

    Capital Markets.  We maintain a leading position in the Argentine securitization market, which we have developed as part of the Bank's funding strategy. In 2015, we had a 38.1% share in bank asset securitization and a 9.6% share in the overall Argentine asset securitization market according to our own estimates based on Central Bank and CNV information. In 2015, we had Ps.3.4 billion (approximately US$370 million) in securitization and bond issuances for our subsidiaries, and Ps.0.5 billion (approximately US$54 million) in securitization for third parties.

        Access to multiple customer segments through differentiated brands and channels positions us to capture future growth in the Argentine financial system.    We target a broad spectrum of socioeconomic segments and companies of varying sizes using a multi-brand model to offer a wide range of financial services. The Bank offers customized financial products and services to corporate clients, as well as to high net worth and middle-income individuals and to middle and lower-middle-income senior citizens. CCF and Tarjeta focus their products and services on the middle and lower-middle-income segments of the urban population. Through Cordial Microfinanzas, we are the main private financial group in Argentina to offer microfinance services, targeting micro-entrepreneurs that have limited access to traditional banking and financial services and families with housing infrastructure deficiencies that need financing for improvements or maintenance purposes. Our multi-brand model allows us to access segments of the population that are underserved and we believe offer growth opportunities.

        We consistently seek to leverage the strong cross-selling potential of our multi-brand and multi-channel business model and our stable pool of over two million customers.    Through our multi-brand and multi-channel approach, we are able to cross-sell and create synergies across our segments. Bancassurance specifically allows us to cross-sell value added insurance products in compliance with the regulations of the National Superintendency of Insurance (Superintendencia de Seguros de la Nación) and of the Central Bank, as applicable. Additionally, our 128 consumer finance points of sale offer an attractive platform for cross-selling certain credit cards and loans. We cross-sell non-financial services and products such as insurance products and plans, tourism packages, health insurance and health services, electric appliances and furniture, and alarm systems through Espacio Cordial and our senior citizen service centers.

        We believe our investment in developing a strategic national footprint positions us to capture strong growth and benefit from economies of scale.    We have a focused presence in Argentina's major regions and cities where the GDP per-capita is above US$12,000, through 325 access points, including branches, senior citizen service centers and sales and collection centers, 491 ATMs, 158 self-service terminals, our call center and home banking and mobile services. The Bank has an important presence

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in the City of Buenos Aires and the Greater Buenos Aires metropolitan area (where approximately 15.6 million or 39% of Argentina's population resides), through 57 branches and 52 senior citizen service centers and CCF has 22 sales points within Walmart locations. The Bank is also one of the most active players in the Cuyo region, which includes the Province of Mendoza, San Juan and San Luis where it operates through 44 branches, seven senior citizen service centers, nine collection centers and has been designated the exclusive paying agent for the government of the Province of San Luis through 2021. We have approximately 248,000 customers in Mendoza and approximately 188,000 in San Luis. CCF has seven sales points in the Cuyo region. Through Tarjeta, we offer consumer finance services mainly in the Patagonia region, where we rely on 15 branches and 38 sales and collection centers. Given the strength of our network in commercially significant and high-income regions in Argentina, we believe we are well positioned to benefit from economies of scale by leveraging our existing network and growing our revenues without significant investments in additional expansion of our platform.

        Our funding base is robust.    We have access to diversified, competitive and stable sources of funding. Our low-cost demand deposit base comprises 38% of our funding base (25% of savings accounts and 13% of checking accounts as of December 31, 2015). Furthermore, we use securitization of loans and other capital markets instruments among our funding strategies.

        Creation of shareholder value under prudent financial risk management policies.    We have generated value, strong growth and returns on capital for our shareholders that have exceeded average returns for Argentine private banks over the past five years, during which the Bank's annual average shareholders' equity growth rate was 34.7%, while managing financial risks under policies designed to protect our capital and liquidity. In addition to our organic growth, we have successfully acquired and integrated strategic businesses. We have consistently limited our exposure to the non-financial public sector and limited term, currency and other mismatches in our assets and liabilities. Those prudent financial risk policies allowed us to successfully overcome the Argentine financial crisis in 2001 and 2002 and proved equally effective during the 2008 global economic downturn. We derive our net income primarily from financial intermediation activities rather than from trading or financial investments, which has resulted in more stable sources of income and reduced the exposure of our earnings to market volatility.

        Long-standing presence in Argentina's financial sector, committed controlling shareholder and experienced Board of Directors and management team.    Through our main subsidiary, the Bank, we trace our origins to the banking house Supervielle y Cía. Banqueros, established in 1887. Our long-standing presence in Argentina's financial sector has allowed us to establish strong long-term relationships with our customer base, build a reputation for personalized customer service and establish the Supervielle brand as a recognized household name in the Argentine banking industry for both individuals and corporations, as well as in the securitization and corporate bond segments of the local capital markets. Our shareholders have a strong commitment to the Argentine financial system. Julio Patricio Supervielle is the Chairman of the Board of Directors and our CEO and has led Grupo Supervielle for over 13 years. During his tenure we have experienced growth in terms of net worth, assets, deposits and our network, and we have successfully completed some of our most significant acquisitions. We rely on a Board of Directors whose members collectively have extensive experience in retail and commercial banking, a deep understanding of local business sectors and strong capabilities in risk management, finance, capital markets, M&A and corporate governance. In addition, our stable senior management team is comprised of seasoned officials and experts in their fields that foster a business culture of high performance.

Our Vision and Strategy

        We seek to become the premier bank for individuals and companies in Argentina and to provide a superior banking experience to our customers at all times. In order to achieve our objective of providing best in class customer service, we strive to continuously innovate and optimize our policies

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and processes by leveraging our long-standing reputation, effective customer segmentation, multi-brand strategy, extensive distribution network and strong digital footprint.

        We believe that our success is based on our people. We have developed a strong culture based on shared values: leadership, innovation, simplicity, efficiency, commitment and respect.

        The Argentine market is one of the least developed financial systems in Latin America, with a fragmented, competitive landscape. We believe that the market offers a number of growth opportunities which we are positioned to capture given our focus on a distinguished customer experience, our product offering, our extensive distribution network and our leading technology.

        We aim to increase our market share of the overall Argentine financial services market by delivering tailored value propositions in each of the key business segments in which we operate: Retail Banking, Corporate Banking, Treasury, Consumer Financing, Insurance and Asset Management and Other Services.

        The key components of our strategy are as follows:

Increase our market presence in attractive customer segments and products and strengthen our value proposition through an effective customer segmentation strategy

        We seek to increase revenues from each of our target customer segments through cross-selling strategies and as described below:

        Entrepreneurs and Small Businesses:    We aim to continue to expand our market share within our customer base of entrepreneurs and small businesses. We intend to leverage our branch network as a primary means of attracting business and focus on building our customized cash management services.

        Middle and lower-middle-income population:    This segment has one of the lowest banking penetration rates in Latin America and represents an important opportunity to attract new customers. Our exclusive agreements with Walmart Argentina and Hipertehuelche supermarkets position us to reach this segment with a powerful value proposition, particularly consumer finance loans and credit cards. This customer base also offers opportunities for cross-selling of other banking products. Additionally, we continuously analyze opportunities for new product launches to serve this segment.

        High net worth customers:    We successfully launched the Identité brand in 2014 with an attractive value proposition designed to capture and monetize the high net worth customer segment. That value proposition includes a wide range of components like premium credit cards, loyalty programs and exclusive events for customers. To reach high net worth individuals, the bank leverages three key assets: a premium, differentiated brand, a highly trained workforce and an excellent branch network in high income neighborhoods.

        Senior citizens:    We intend to maintain our leadership position in the senior citizen segment, providing unique services and benefits catered to its specific needs. Leveraging our network of specialized service centers we seek to expand our credit card and personal loan business, finance travel packages and consumer goods and services, and distribute insurance products, including life, burial, health, personal accident insurance and home insurance. This segment is adopting technology rapidly, which we anticipate will increase efficiency of service delivery.

        SMEs and large-sized companies:    Our aim is to become the premier bank for SMEs and large-sized companies by deploying outstanding transactional and cash management services. We intend to develop strategic partnerships with key industry players to provide financial services through direct lending or factoring transactions to their critical providers and suppliers along their value chains. We will target specific opportunities and customers in the agricultural, wine, energy and infrastructure sectors. With respect to the agricultural sector, we strive to deepen our existing relationships with

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leading industry players, providing financing to their customer base. In San Luis, Córdoba, and Tucumán, where we have a well-established distribution base, we intend to continue to target individual farmers. With respect to the wine industry, we seek to continue to develop partnerships with premium wine producers and key industry suppliers, providing industry insights and financial services, such as harvest financing and warrants backed by wine in custody. With respect to the energy and infrastructure sectors, we target SMEs and large-sized companies along the supply chains of oil and gas (exploration and production) in Vaca Muerta and medium and large construction companies, tapping into the substantial potential demand for infrastructure financing.

        Larger corporate customers:    We intend to offer a full range of products and services, including financial advice, transactional services, treasury management, short, medium and long term financing to larger corporate customers than we have historically targeted. We aim to achieve this goal through quick decision-making with respect to our credit evaluation process, personal attention, increasing transactional services (such as check maintenance, payroll management, payments to suppliers and tax payment services) and building upon our cash management products, payroll management and other products that translate into higher balances of immediately available deposits.

Leverage our proximity to customers through our extensive distribution network of branches, service centers and sales points to provide a superior customer experience

        We have a direct presence in Argentina's major regions and cities. The Bank has a particularly important presence in the Greater Buenos Aires metropolitan area and the Cuyo region, which includes the provinces of Mendoza, San Juan and San Luis. Given the geographical concentration of our network in commercially significant and high-income regions in Argentina, we believe we are well positioned to benefit from economies of scale by growing our revenues without significant investments in additional platform expansion.

        We intend to selectively expand the bank's network of branches, emphasizing services for high net worth and upper-middle-income individuals and small businesses. In order to tap the potential of Vaca Muerta, the shale oil and gas reservoir, we intend to open several branches in the Province of Neuquén, as well as leverage our Malargüe branch in Mendoza.

        We intend to grow the number of hub and spoke sales units specialized in leasing, foreign trade financing and cash management services.

        We will build upon our leadership position in retail and corporate banking services in the provinces of Mendoza and San Luis. We plan to continue our partnerships with premium retail stores and shopping outlets to obtain differentiated discounts and benefits for our retail customers, relying on our existing network, which is the largest in the region, and leveraging our role as exclusive financial agent to the Government of San Luis.

        We aim to increase our access to non-banking customers, by developing partnerships with key retailers to provide banking services along the lines of our existing alliance with Walmart Argentina, recently extended through August 2020.

        We plan to continue to expand our dedicated sales force with a focus on new entrepreneurs, small businesses and payroll services, to drive revenues and cross-selling ratios.

        We intend to seek new strategic partnerships in the agribusiness sector to provide financial services to leading national and international players catered to their customer base. We plan to broaden our offering of commodity warrants and livestock leasing, leveraging our strong market leadership in San Luis and Córdoba, in the north of Argentina.

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Continue capitalizing on synergies by developing new businesses to increase our share of wallet

        Our two million customers provide a base from which to expand our share of wallet and increase customer loyalty. The Bancassurance business allows us to cross-sell historically profitable and low-claims products to our existing customer base. We have access through our distribution networks and aim to further develop our Bancassurance distribution model by expanding the variety of insurance products offered by Supervielle Seguros, including credit life insurance. Espacio Cordial allows us to reach our clients with a wide variety of non-financial products and services, including travel and home appliance financing and health services.

Grow our balance sheet while maintaining our conservative risk management policies

        Over the past 15 years we have differentiated ourselves from our competition by systematically securitizing assets, becoming the leader in Argentine capital markets in this segment. With the planned expansion of our capital base, we plan to reduce securitization of our originated assets, reduce existing borrowings from other financial institutions and unsubordinated negotiable obligations and leverage our capital markets capabilities and expertise to serve corporate customers in connection with capital markets transactions. The proceeds from this offering are expected to nearly double our capacity to increase our balance sheet in two years, allowing for a significant opportunity to improve our cost-income ratios.

        Our conservative financial policies based on a diversified deposit base, low portfolio concentration, short term high liquidity and low interest rate, term and currency mismatches have allowed us to build a strong franchise in retail and corporate banking. We expect that the proceeds from this offering will boost our ability to increase our deposits, cross-sell to retail and consumer customers and attract cash management deposits from corporate clients. We also intend to continue to opportunistically access long-term funding from the international capital markets.

Improve our efficiency by focusing on innovation and technology

        We will seek to increase commercial productivity by optimizing sales time using online and mobile banking, sales and collection centers, streamlining risk assessment and CRM technology. We also plan to continue working with world-class business intelligence tools to increase sales productivity and to improve relationships with clients through better predictive sales actions and communications.

        Our strong culture of innovation supports our constantly keeping abreast of customer needs and global trends, creating and efficiently implementing solutions focused on local customer preferences.

        We intend to expand our digital banking channel and online banking platform. Our goal is to offer an outstanding digital experience to our clients. We intend to continue to increase the number of active online users and to migrate our services to digital channels, which we expect will allow us to increase low-cost distribution and convert service centers into full bank branches. We also intend to continue launching mobile banking applications, which will enable "one click" payment and "one click" loan functionalities, with anytime and everywhere financial services and provide alerts and messages to customers in order to achieve cost efficiencies through low-cost social network advertising.

        We have significantly improved the digital experience of our factoring product line, cash management and payroll services, and introduced "iFactus," the first portal providing electronic factoring services and "e-Factoring," an electronic platform which allows for check scanning and electronic delivery to the bank for immediate deposit, custody or discounting, with deferred physical delivery.

        We also intend to increase our offering of transactional services, such as factoring operations, foreign trade and cash management services (check maintenance, payroll management, payments to suppliers and tax payments).

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History

        We trace our history back more than 128 years, when the Supervielle family first entered the Argentine financial services industry. Below is a brief history of our company, including the participation of the Supervielle family.


128 Years of Financial Tradition

GRAPHIC

Supervielle y Cía. Banqueros

        The predecessors of our controlling shareholder emigrated from France in the second half of the 19th century and established L.B. Supervielle y Cía. Banque Francaise (later Banco de Montevideo S.A.) in Montevideo, Uruguay. In 1887, they established Supervielle y Cía. Banqueros (a subsidiary of L.B. Supervielle y Cía. Banque Francaise) in Buenos Aires. Supervielle y Cía. Banqueros offered demand deposits, time deposits, savings accounts, securities trading orders, purchases and sales of foreign currency and drafts and letters of credit payable in European financial centers. Luis Bernardo Supervielle managed the bank until his death in 1901, whereupon the bank's management transferred to his son, Luis Supervielle, and subsequently to Esteban Barón, son-in-law of Luis Bernardo Supervielle, who in 1905 became president of Supervielle y Cía. Banqueros. Mr. Barón managed the bank from 1905 until 1930, and subsequently served on the board of the bank as an Honorary President until 1964. Mr. Barón's son, Andrés Barón, joined the bank in 1925 and took over its general management in 1930, also becoming chairman of the board of the bank in 1940. He carried out these functions until 1964, and then served on the board of the bank as an Honorary President.

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        On December 30, 1940, Banco Supervielle de Buenos Aires S.A., a bank controlled by the Barón and Supervielle families, acquired the assets and liabilities of Supervielle y Cía. Banqueros and listed its shares on the Buenos Aires Stock Exchange. Esteban Barón and his son, Andrés Barón Supervielle, continued to manage the operations of this bank until 1964.

        In 1964, Société Générale (Paris) acquired a majority of the capital stock of Banco Supervielle de Buenos Aires S.A. from the Baron and Supervielle families, transforming it into a universal bank with 60 branches and a significant presence in the corporate market. Following the acquisition of control by Société Générale, the Supervielle family had no role in the management of Banco Supervielle. In 1997, Banco Supervielle de Buenos Aires S.A. created Société Générale Asset Management Sociedad Gerente de FCI S.A. On March 20, 2000, the name Banco Supervielle de Buenos Aires S.A. was changed to Banco Société Générale S.A.

Banco Banex S.A.

        In 1969, Jules Henri Supervielle, the father of Julio Patricio Supervielle, our controlling shareholder, and cousin of the Supervielle family members who had owned and managed Banco Supervielle de Buenos Aires S.A. until 1964, founded Exprinter de Finanzas S.A., which became Exprinter Banco S.A. in 1991. Exprinter Banco S.A. acquired 100% of the capital stock of Banco San Luis S.A. in 1996 pursuant to a public bidding process organized by its owner, the Province of San Luis. On July 25, 1996, the Province of San Luis entered into a financial agency agreement with Banco San Luis S.A. (the "Contrato de Vinculación"), pursuant to which the Province designated Banco San Luis as its financial agent. The acquisition of Banco San Luis S.A. by Exprinter Banco S.A. was part of a strategic plan aimed at growing in the interior of the country and penetrating the middle and lower-middle-income individual consumer and the SMEs segments. In 1998, Exprinter Banco S.A. and Banco San Luis S.A. merged to create Banco San Luis S.A.-Banco Comercial Minorista, and was later renamed Banco Banex S.A. On December 15, 2006, the government of the Province of San Luis extended the term of this financial agency agreement until 2021.

Creation of Holding Company

        Grupo Supervielle was incorporated in the City of Buenos Aires on October 8, 1979 under the name Inversiones y Participaciones S.A., acquiring the name Grupo Supervielle S.A. in November 2008.

Acquisition of Banco Société Générale S.A. by Banco Banex S.A.

        On March 3, 2005, the Central Bank approved the purchase by Banco Banex S.A. of a majority stake in Banco Société Générale S.A., Supervielle Asset Management Sociedad Gerente de FCI S.A. and Sofital S.A.F.e I.I. Upon consummation of this acquisition, Banco Société Générale S.A.'s corporate name was changed to Banco Supervielle S.A. At the time of the purchase, the total assets of Banco Banex S.A. were 61.34% of the total assets of Banco Societé Générale S.A.

Merger of Banco Banex S.A. and Banco Supervielle S.A.

        On July 1, 2007, with the prior approval of the Central Bank, Banco Banex S.A. merged into the Bank.

Acquisition of Banco Regional de Cuyo S.A.

        On September 19, 2008, the Bank finalized the acquisition of 99.94% of the capital stock of Banco Regional de Cuyo S.A. On September 30, 2010, the Central Bank approved the merger of Banco Regional de Cuyo S.A. with and into the Bank. The merger was completed on November 1, 2010.

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Tarjeta Automática S.A. and Cordial Microfinanzas S.A.

        In December 2007, we acquired 51% of Tarjeta's capital stock. The remaining 49% was held by Acalar S.A., an Argentine sociedad anónima 100% owned by the Coqueugniot family (Gabriel A. Coqueugniot, Cecilia B. Coqueugniot, Mónica I. Coqueugniot and Diana I. Coqueugniot), in equal parts. Following several stock transfers that took place in 2009 and 2010, Tarjeta's capital stock is currently held 87.5% by Grupo Supervielle, 10.0% by the Bank and 2.5% by CCF.

        In 2007, Julio Patricio Supervielle and Grupo Supervielle created Cordial Microfinanzas. In November 2009, the Bank acquired from Julio Patricio Supervielle and Grupo Supervielle a total of 12.50% of Cordial Microfinanzas's capital stock. On December 12, 2014, we acquired Julio Patricio Supervielle's remaining 6.33% share of Cordial Microfinanzas's capital stock. Grupo Supervielle currently holds 87.5% of Cordial Microfinanzas's capital stock and the Bank holds the remaining 12.5%.

Acquisition of Cordial Compañía Financiera (formerly known as "GE Compañía Financiera S.A.")

        On July 6, 2010, Grupo Supervielle and the Bank acquired 100% of GE Compañía Financiera S.A. ("GE Compañía Financiera"), a financial services company that specialized in credit cards, personal loans and the distribution of certain third-party insurance products. The transaction was approved by the Central Bank on June 29, 2011. On August 1, 2011, the purchase was completed through a stock transfer in which 5% and 95% of the total shares were transferred to Grupo Supervielle and the Bank, respectively.

        Through a strategic alliance with Walmart Argentina, Cordial Compañía Financiera has exclusive rights to promote and sell financial and credit products in Walmart Argentina stores nationwide through August 2020.

        We acquired GE Compañía Financiera to further our strategy of increasing our market share in the Argentine banking and financial services industry through the strategic purchase of financial services companies and financial institutions.

        On August 1, 2011, the shareholders of GE Compañía Financiera approved the name change to Cordial Compañía Financiera. On August 29, 2011, the IGJ authorized the name change.

Espacio Cordial de Servicios S.A.

        For business strategy purposes and with the intention of furthering our goods and services business plan, on October 2, 2012, the Board of Directors created a new entity called ECM S.A., which was later renamed Espacio Cordial de Servicios S.A.

        Espacio Cordial was created to sell insurance plans and coverage, tourism packages, health insurance and health services, electric appliances and furniture, insurance mechanisms and plans and alarm systems. Espacio Cordial deals with insurance services that can be delegated or assigned to third parties by insurance companies, such as Supervielle Seguros, in accordance with current laws and regulations.

Acquisition of Supervielle Seguros S.A. (formerly known as Aseguradores de Créditos del Mercosur S.A.)

        On February 5, 2013, we and Sofital accepted an offer for the acquisition of 100% of the purchase shares of Aseguradores de Créditos del Mercosur S.A., which on October 30, 2013 was renamed Supervielle Seguros S.A.

        On May 14, 2013, the National Superintendency of Insurance (Superintendencia de Seguros de la Nación) approved the transfer of the company's shares. As a result, on June 6, 2013, 95% of the shares of Aseguradores de Créditos del Mercosur S.A. were transferred to us and the remaining 5% of the shares were transferred to Sofital.

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        On June 25, 2013, February 25, 2014 and November 26, 2014, our Board of Directors approved certain capital increases in Supervielle Seguros S.A. of Ps.3.5 million, Ps.5.0 million and Ps.12.5 million, respectively, which are pending approval by the National Superintendency of Insurance. These contributions provided Supervielle Seguros with the necessary capital to start its operations and did not change our stake in the company.

Sale of Adval S.A.

        On May 30, 2014, Grupo Supervielle S.A. and Sofital S.A. entered into an agreement for the sale of 100% of the shares of Adval S.A. to CAT Technologies S.A. The purchase price is scheduled to be paid in installments due between July 2014 and July 2019. Under this agreement, as of December 31, 2015, Grupo Supervielle and Sofital held credits with CAT Technologies S.A. of Ps.2.3 million and Ps.0.1 million, respectively.

Business Overview

        The following table sets forth the breakdown of our net revenue and net income by segment for the periods indicated.

 
  For the year ended
December 31, 2015
 
Segment
  Net
Revenue
  Percentage   Net
Income
  Percentage  
 
  (in thousands of Pesos)
 

Retail Banking

    3,438,813     61.3 %   221,777     30.2 %

Corporate Banking

    786,523     14.0 %   288,445     39.3 %

Treasury

    245,696     4.4 %   51,287     7.0 %

Consumer Financing

    823,341     14.7 %   59,681     8.1 %

Insurance

    153,127     2.7 %   54,082     7.4 %

Asset Management & Other Services

    166,024     3.0 %   59,528     8.1 %

Total Allocated to Segments

    5,613,524     100.0 %   734,801     100.0 %

Adjustments(1)

    (24,667 )         (60,692 )      

Total Consolidated

    5,588,857           674,109        

(1)
Includes financial expenses incurred by Grupo Supervielle at the holding level in connection with its funding arrangements and the result of our decision to protect our capital against a continued devaluation of the Peso that ultimately did not materialize, as well as transactions between segments.

        The following graphs set forth the breakdown of our net revenue and net income by segment before adjustments as of December 31, 2015.

Net Revenue   Net Income


GRAPHIC

 


GRAPHIC

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        The following table sets forth the breakdown of our assets by segment as of December 31, 2015.

 
  As of
December 31, 2015
 
 
  Retail
Banking
  Corporate
Banking
  Bank
Treasury
  Consumer
Finance
  Insurance   Asset Mgmt
& Other
Services
  Adjustments(1)   Consolidated
Total
 
 
  (thousands of pesos)
 

Assets

                                                 

Cash and due from banks

    1,668,481     146,081     4,903,515     121,462     7,050     4,345     (42,343 )   6,808,591  

Government and corporate securities

            875,544         31,174         25,163     931,881  

Loans

    10,225,191     7,301,545     420,153     2,349,218         150,938     (298,784 )   20,148,261  

Other receivables from financial transactions

    237,618     226,520     1,496,828     284,040     48,926     136,519     31,362     2,461,813  

Receivables from financial leasing

    196,048     878,931                     (2 )   1,074,977  

Other assets

    186,388     35,123     31,491     353,227     61,952     128,183     823,933     1,620,298  

Total Assets

    12,513,726     8,588,200     7,727,532     3,107,947     149,102     419,984     539,326     33,045,817  

(1)
Includes elimination of inter-segment loans and assets not directly allocated to a single segment, such as unlisted equity investments, miscellaneous receivables, premises and equipment, miscellaneous assets and intangible assets.

Retail Banking

        We conduct our Retail Banking operations through the Bank.

        Our Retail Banking services are focused on the customer segments discussed below.

    High Net Worth Customers.  We offer our high net worth customers exclusive services such as priority access to our branches with minimal waiting time, concierge services, exclusive back offices for conducting banking activities, dedicated customer service representatives at the call center, a remote investment center and 68 dedicated locations at our branches.

      During 2014, we made a major breakthrough by changing our communication strategy with our high net worth clients. We identified changes in their preferences and as a response to their needs we created a new brand for the segment named "Identité." Through our Identité program, we aim to give our customers distinct and memorable experiences. Some of the things we offer in connection with the program are a wide variety of special discounts in shopping, supermarkets and other segments. During 2015, we believe that we strengthened the products offered to our "Identité" customers by focusing on travel, cuisine, fashion and culture.

      We believe that the benefits for our high net worth customer segment continue to be some of the most attractive in the market. We offer interest-free loans to customers of up to 18 payments and the most comprehensive airline and tourism agency offers. We frequently add additional discounts, including a wide variety of supermarket and shopping discounts throughout the country.

    Entrepreneurs and Small Businesses.  The Bank considers small businesses to be fundamental drivers for strengthening of productivity in the Argentine economy. For this reason, the Bank redefined its approach to the small business segment in order to develop the necessary tools and services to help small businesses grow and to respond to their needs with convenient and simple solutions. We service small businesses through our Retail Banking segment and SMEs and large-sized companies through our Corporate Banking segment. Through Retail Banking we offer

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      traditional consumer banking solutions to this important sector of the Argentine economy. In 2015, the number of service packages sold to small businesses grew by 32% compared to 2014.

      We have developed training programs for our customers with well-known entrepreneurs to spread knowledge regarding best practices, common challenges and shared visions.

      In addition, we consolidated our small business sector sales force beginning in the middle of 2013, which is one of the main channels through which we acquire new customers and maintain existing ones. This consolidation helped lead to a 51% increase in the number of credit card purchases. We also implemented a welcome process at our call center in which the Bank proactively contacts new clients to assist them at the beginning of their relationship with the Bank.

    Senior Citizens.  The Bank facilitates ANSES payments to more than one million senior citizens per month. In 2015, the Bank continued offering products and services tailored to senior citizens' needs. The Bank launched the Mis Puntos loyalty program (through which beneficiaries accumulate points that they can exchange for a wide variety of rewards) and diversified the Bank's products through an agreement with Espacio Cordial (through which technology products, home goods and health products, among others, are offered).

      The Bank has also focused its efforts on developing automated services for its senior citizen customers, installing biometric terminals that identify the beneficiaries and can be used to print senior citizens' payment records, which are necessary to later receive ANSES benefits through checkout lines or ATMs.

        The Bank offers its retail customers a wide range of banking products including personal loans, short term advances, secured loans, payroll services through Plan Sueldo, credit cards, debit cards, savings accounts, time deposits, checking accounts, in addition to financing services and investments such as mutual funds, insurance coverage, guarantees and benefits payments to senior citizens and pensioners, among others.

        Through our Retail Banking segment, we offer retail customers a wide range of products as described below.

        Packages of banking services.    As of December 31, 2015, the Bank maintained more than 1.7 million savings accounts and more than 57,000 checking accounts. In 2015, the Bank serviced more than 724,000 account bundles, which include a wide range of products and services at a low cost, tailored to senior citizens, 374,000 for the Plan Sueldo customers and more than 32,000 for high net worth customers, resulting in a net increase in product bundles, including a 12% increase for senior citizens, a 23% increase for high net worth customers and an 11% increase for Plan Sueldo. The Bank has prioritized products tailored to its high net worth customers, introducing the Black and Signature products and began to issue debit cards and credit cards with a new design. The Bank also broadened its products for small businesses, including offering new forms of laser-printed checks.

        Investments.    The time deposit portfolio grew 32% in 2015 as compared to 2014. In 2015, 43.6% of time deposit operations were settled through the Bank's online banking platform, or "home banking" platform.

        Safety Deposit Boxes.    In 2015, our safety deposit boxes were 72.5% occupied and the default rate on safety deposits reached 7% for unpaid contracts. In 2015, the Bank continued to offer its customers money counting machines.

        Credit Cards.    As of December 31, 2015, the Bank maintained approximately 606,000 Visa and MasterCard accounts. Over the course of 2015, the Bank added more than 145,000 new credit card customers. Credit card consumption grew by 59% and produced an average portfolio volume increase

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of 60% in 2015 when compared to 2014. The Bank also offers sophisticated points-based rewards programs to its credit card customers and attractive sales programs on specific days of the week when and at locations where customers make purchases. More than 294 businesses participate in the rewards program throughout Argentina. In March 2014, the Bank launched two points-based rewards programs: Aeris, an air mile program designed for high net worth customers, and Mis Puntos, designed for senior citizens who collect their pensions through the Bank. In 2015, 96% of rewards exchanges were conducted through our online platform.

        Loans.    We offer personal loans, short-term advances and salary advances to payroll customers. In 2015, personal loans grew 26% compared to 2014.

        Insurance.    The Bank focuses on the coverage needs of its customers by covering both families and personal property. The insurance portfolio is composed of approximately 567,000 policies and in 2015 we sold approximately 159,000 individual insurance policies, which represent a 39% increase from the year ended in 2014. We also continued developing new coverage plans in the market, including a protected bag insurance for personal property contained in a bag, backpack, wallet, fanny pack or other bag that is either lost or stolen.

        In terms of deposits, in the year ended December 31, 2015, the Retail Banking segment recorded a 54% increase in savings account balances and an 28% increase in checking account balances, each compared to 2014. Total deposits from the Retail Banking sector as of December 31, 2015 amounted to Ps.15.8 billion, a 45% increase from the Ps.10.9 billion recorded as of December 31, 2014.

        In 2015, the retail banking segment contributed Ps.3.4 billion to our consolidated net revenues (61.5% of total segments' net revenues) and Ps.221.8 million in net income (32.9% of total segments' net income).

        We have made several recent improvements to our Retail Banking operations.

        In 2014, we remodeled our branches as part of our rebranding process, which has been aimed at improving customer experience and creating a more convenient and customer-friendly environment. We have also updated our infrastructure by installing more self-service terminals, ATMs and biometric terminals, all of which allow us to achieve more flexibility with respect to how we offer our services to our customers. These changes have allowed us to focus on the automation of operations and better manage customer wait times and customer experience. With respect to the business model in the branches, we have continued developing a strategy geared towards priority segments with a focus on high net worth customers and small businesses. We have continued developing projects that have an important impact on the reduction of operational tasks, which frees time for management and staff, reduces operational risk and improves our response time to our customers.

        With respect to our network of service centers, we continue to improve our customer service through the installation of automatic solutions to handle banking transactions. The main development was the installation of a biometric system to identify senior citizens. Every service center was equipped with biometric technology that allows our customers to carry out transactions such as paying bills, resetting their PINs and printing their latest paystubs. We believe that this new system is unique to the financial market in Argentina and allows for more efficient customer services. We have continued to improve our service locations and adding new ATMs to our network.

        The Bank is the first bank in Argentina to successfully install a biometric recognition system for senior citizen banking services. The biometric recognition system has achieved a high rate of acceptance as it improves customer experience and shortens transaction time. As of December 31, 2015, the Bank had a total of 210 machines in its senior citizens service center network, and 37 traditional branches. The Bank has added new functionality to the biometric terminals such as account inquiries for credit cards and savings accounts.

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Corporate Banking

        The Bank, through its Corporate Banking segment, generally works with corporate clients with annual revenues greater than Ps.25.0 million, although in certain Argentine cities the Bank works with corporate clients with annual revenues greater than Ps.20.0 million. The Bank concentrates its Corporate Banking efforts on the City of Buenos Aires and the provinces of Buenos Aires, Córdoba, Santa Fe, Mendoza, San Juan, San Luis and Tucumán and also has an important Corporate Banking presence in the Cuyo region. The Bank also offers services in the rest of the regional economies in Argentina where the volume and profitability justify operations. Services to SMEs and large-sized companies in the City of Buenos Aires and the outlying areas are provided through regional branches located in the areas with the highest population density and industrial and commercial activity. We believe that our proximity to our corporate banking customers gives us a competitive advantage.

        As of December 31, 2015, the Corporate Banking segment had Ps.8.2 billion of outstanding loans and financial leases, and contributed with Ps.786.5 million to our consolidated net revenues (14.0% of our net revenues before adjustments) and with Ps.288.4 million to our net income (39.2% of total segments' net income before adjustments).

        The main financial and transactional products and services that our Corporate Banking segment offers are factoring, leasing, employee payroll services (through which we offer solutions to meet our customers' working capital needs), foreign trade and cash management and transaction services. In addition, our Corporate Banking segment also offers checking account short-term advances, factoring, secured and unsecured loans, Sociedad de Garantía Recíproca (SGR)-guaranteed loans, pledge loans, supplier payment services, check custody services, armored transportation services, collections services, corporate credit cards, pension services, deposit accounts (including time deposits and short-term deposits) and mutual guarantee society services.

        The following sets forth additional information on the main products and services offered by our Corporate Banking segment:

        Factoring (check discounting, invoices and work certificates).    We participate in the check discounting market by offering three categories of products: (i) with recourse, where the customer who discounts the check with us assumes the insolvency risk, (ii) first loss, where the customer assumes part of the insolvency risk, and (iii) non-recourse, where the bank assumes all insolvency risk. Corporate Banking factoring transactions represented 17% of the Bank's loan portfolio as of December 31, 2015, and the Bank's estimated share of the factoring market of Argentine private banks as of November 30, 2015 was approximately 7.5%, according to the most recent publicly available information published by the Central Bank. Factoring has a low incidence of default at 0.7% with an average of 1.1% of all deposited checks that defaulted in the year ended December 31, 2015. The average maturity of our factoring portfolio was 45 days as of December 31, 2015. During 2015, we discounted a total of 506,736 checks for Ps.21.2 billion.

        In 2013, the Bank rolled out its e-factoring product, which increased in popularity among contractors in 2014. As of December 31, 2015, 110 electronic platforms were installed in our corporate customers' offices through which scanned images of checks are sent electronically for their discounting, custody and factoring. This process has simplified operations for our customers and reduced processing time on both the business side and the banking side, leading to greater profitability and customer loyalty.

        In December 2013, the Bank launched its iFactus portal, allowing businesses to send electronic invoices, discount accounts receivable and conduct collection. iFactus is the first site for accounts receivable publishing and managing payments of its kind in Argentina. The service is intended to optimize the relationship between a corporate customer and its suppliers by speeding up collection and reconciliation processes.

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        We intend to increase the volume of accounts receivables discounts, further develop our collection model and create a financial product that could replace check-based financing.

        Leasing.    As of December 31, 2015, we had a 9.6% market share in leasing in terms of private banks in Argentina, but this would increase to more than 11.0% if we were to consider our securitized leasing portfolio. Our leadership is supported by the Bank's agreements with major equipment and machinery suppliers. In 2015, the Bank executed 668 contracts amounting to Ps.750.1 billion. A significant number of executed contracts correspond to the productive investment credit lines (LIPs) governed by the Central Bank, which have allowed many corporate customers to make important investments at preferred interest rates. We believe that we have strong customer loyalty and aim to retain our current market share and continue to enhance marketing with a strong sales platform to attract new customers. In 2015, we launched livestock leasing services.

        Payroll Services through Plan Sueldo.    Under Argentine law, employers must pay wages through accounts opened under each employee's name at financial institutions located within a two-kilometer radius from the workplace in the case of urban areas, and within ten kilometers in the case of rural areas. As of December 31, 2015, 4,786 employers paid employee wages under direct deposit agreements entered into with the Bank and the Bank served 155,945 employees in connection with these direct deposit agreements.

        Foreign Trade.    Through the Bank, we are active participants in foreign trade financing and offer personalized advice regarding technical, commercial and regulatory matters related to foreign trade. The Bank draws on a trained staff to advise customers on foreign trade, foreign exchange transactions, international transfers, credit assistance in connection with products offered, and operating issues. We offer letters of credit, and as of December 31, 2015 had a 2.8% market share in Argentina. In 2013, the Bank rolled out its "e-comex" product from home banking in order to improve the quality of its foreign trade financing products. E-comex allows corporate customers to manage their foreign trade payments and collections electronically. As of December 31, 2015, 47% of the Bank's foreign trade operations were channeled through this program. For the year ended December 31, 2015, the Bank completed 30,985 foreign trade transactions for a total of Ps.15.0 billion, increasing our presence in the market of classic Comex products such as letters of credit and collections.

        In order to provide international factoring services, in November 2007, the Bank joined Factors Chain International ("FCI"), an international network of leading factoring companies whose common goal is to facilitate international trade through factoring and related financial services. The FCI network includes 400 factors in 90 countries, and is actively engaged in the world's cross-border factoring volume. We are the only bank in Argentina that is a member of the FCI network and as of December 31, 2015 had turnover amounting to US$21.4 million. Belonging to the FCI network allows the Bank to become a strategic associate of SMEs and large-sized companies engaged in international trade and to participate in a larger number of foreign trade transactions.

        Cash Management and Transaction Services.    Through the Bank, we offer a range of products and services designed to assist in the corporate administration process, including payments to suppliers, electronic banking, payments and collections, cash management and armored transportation. Supplier payment services ensure timely payment, optimize the use of customers' funds and simplify our customers' administrative tasks. The various payment options are designed to meet each company's needs and include short term advances based on deferred payment checks, with their respective statements and tax payment receipts, as well as transfers and payments against revolving credit facilities. Additionally, the Bank offers a convenient integrated check issuance, delivery and discounting service. Under various collection agreements entered into with service providers and public sector agencies, the Bank offers a comprehensive invoice and tax collection service using tellers, as well as a range of electronic payment options. Moreover, in the event that a company is paid for its products or

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services by credit card or voucher, the Bank serves as a payor bank for the major brands in the market, which enables credit card or voucher payments to be credited to the company's account with the Bank.

        As members of the Red Interbanking (a network comprised of Argentina's major financial institutions), the Bank offers an electronic communications system which enables its customers to optimize their banking transactions. The Bank's corporate customers can connect to the service from their personal computers at any time and review their accounts at any member bank, send messages to the Bank, transfer funds, make electronic wage payments, supplier payments and tax payments, and display market data. The Bank offers different electronic products for each segment of its corporate clientele, for example, Datanet Plus, Datanet Manager and InterPYME. Datanet Plus and Manager target SMEs and large-sized companies and InterPYME is a product designed for small businesses. The Bank processes online transfers, allowing debit and credit transactions to be settled automatically and to be reflected in the relevant accounts in real time.

        The Bank offers corporate electronic home banking services, which allows customers to access their bank accounts and information regarding the Bank's primary products and services online without having to leave their homes. People and businesses can access their account balance information and monitor account activity, factoring transactions, payments, deferred checks in custody and the status of checks written through the supplier payments service. Customers can also check the status of payments to leasing transactions and foreign trade transactions, request checkbooks, carry out account transfers, pay paychecks, suppliers and corporate credit card bills, access electronic payment services for foreign trade services and discount checks remotely through the e-factoring service with the electronic platform.

        Mutual Guarantee Societies (MGSs).    We are a key player among MGSs and work with 23 out of the 32 Argentine MGSs. MGSs are commercial groups that help SMEs and large-sized companies access the credit market by providing guarantees. In 2015, we helped raise Ps.150.5 million and US$0.5 million in time deposits and Ps.60.2 million in mutual funds. In 2015, we granted loans in 244 transactions for a total amount of Ps.182.0 million and made equity contributions of Ps.150.5 million. We intend to continue growing in this area by developing automatic and productive guarantees within our corporate banking network. We also intend to increase our presence in the Province of San Luis, which we entered in 2014, and increase the volume of contributions to MGSs.

        Warrants (Certificates Backed by Goods in Custody).    We have expertise granting loans backed by commodities in regional economies. We had a total outstanding amount of loans backed by commodities of Ps.167.3 million as of December 31, 2015. We rank third in this category among banks in Argentina and in granting loans backed by sugar, with a market share of 9.7% as of December 31, 2015 and we rank first among Argentine banks that lend with lemon oil certificates as collateral.

Treasury

        The Treasury segment is primarily responsible for the allocation of the Bank's liquidity according to the needs of the Retail Banking segment, the Corporate Banking segment and its own needs. The Treasury segment implements the Bank's financial risk management policies, manages the Bank's trading desks, distributes treasury products such as debt securities, and develops businesses with wholesale financial and non-financial clients. In 2015, this segment contributed Ps.245.7 million to our consolidated net revenues (4.4% of total segments' net revenues) and Ps.51.3 million of net income (7.6% of total segments' net income). Below is a description of the services offered under this segment:

        Treasury.    The Bank's trading desks trade financial assets on a proprietary and third-party basis, sell financial products, and implement the Asset and Liability Management Committee ("ALCO") decisions, within the board's policies, regarding the Bank's liquidity and financial risk management policies. The Bank's trading operations include money market instruments, which include institutional investor deposits, public debt instruments, Central Bank debt notes, foreign exchange, stocks, futures,

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swaps and repos. Trades develop within the limits of a comprehensive risk map which sets limits on counterparty risk and on long and short positions for each asset class, depending on volatility, traders' seniority level, and other factors. The risk map also determines stop-loss policies. In 2015, the Bank's trading operations included foreign currency, government and corporate bonds, stock and derivatives.

        Capital Markets.    The Bank's capital markets department is responsible for structuring and placing debt and securitization instruments, primarily financial trusts, both for third parties and for all our subsidiaries. The Bank is a leader in the Argentine capital markets, with a 9.6% market share in Argentina in the year ended December, 31, 2015.

        Correspondent Banking.    The Bank has a trade facility with the IFC, dated April 25, 2007, under the IFC Global Trade Finance Program, which entitles the Bank to request IFC guarantees to secure certain of its trade-related obligations and trade-related obligations of third parties, such as standby letters of credit for up to US$30 million. As of December 31, 2015, the Bank's outstanding transactions under this facility totaled US$1.9 million. In addition, the Bank entered into an Issuing Bank Agreement and a Confirming Bank Agreement, each dated May 27, 2009, with the IDB, under the IDB Trade Finance Facilitation Program. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Funding—Financings." In September 2012, the amount under the facility was increased to US$15 million. The Bank's aggregate current exposure under the facilities may not exceed US$15 million, which will be used to cover the risks inherent in the confirmation of letters of credit, promissory notes, bid performance bonds and other similar instruments used in foreign trade operations. Pursuant to these agreements, the Bank may request IDB Credit Guarantees and confirm IDB Credit Guarantees received by third parties. As of December 31, 2015, the Bank did not have any pending obligations under any of these facilities. Due to increasing global trade in the currency of the People's Republic of China, we decided to open up an account in renminbi to offer better services to our customers that transact in renminbi.

        Public Sector and Intermediaries.    The Bank's public sector and financial institutions department is responsible for institutional relationships with the federal government, the government of the Province of San Luis, as well as other provinces and local governments and public sector agencies. The Bank seeks to increase its deposit penetration within the public sector as well as other financial business opportunities with these public sector entities. In addition, the Bank purchases loan portfolios of financial institutions and other non-regulated financial companies with which it has a close relationship.

        Bank Liquidity Allocation.    The Treasury segment is also responsible for the allocation of the Bank's liquidity according to the needs of the Retail Banking segment, the Corporate Banking segment and its own needs.

        Tax Collection and Financial Agency Services.    The Bank offers financial agency and tax collection services to the Province of San Luis under an exclusive agreement that has been renewed through 2021. On July 25, 1996, the Province of San Luis and Banco Banex S.A. entered into the Contrato de Vinculación pursuant to which the Province of San Luis appointed Banco Banex S.A. as its financial agent for a period of 10 years from August 1, 1996. Upon the merger of Banco Banex S.A. with and into the Bank, and pursuant to Provincial Executive Decree No. 619/2007 dated March 12, 2007, the Province of San Luis authorized the Bank to assume all rights and obligations of Banco Banex S.A. under the Contrato de Vinculación and extended the maturity of the agreement until August 1, 2021. In the year ended December 31, 2015, the services provided to the government of the Province of San Luis generated commissions in the amount of Ps.72.4 million.

        In addition, the Bank offers payroll services to public-sector agencies of the Province of San Luis. As of the date of this prospectus, the Bank offered such services to more than 41,000 employees in this province. The Bank also offers payroll services to various municipalities of the Province of Mendoza, including its capital, Godoy Cruz, Las Heras, Luján de Cuyo, Guaymallén, San Martín and Malargüe

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and acts as financial agent in the departments of Godoy Cruz and San Martín. In addition, the Bank is the payment agent in the municipalities of Buenos Aires and the Province of Córdoba.

Consumer Financing

        Through CCF, we offer private label credit cards, consumer credit for goods and cash loans to middle and lower-middle-income underserved banking segments. The Consumer Financing segment's loan portfolio totaled approximately Ps.3.2 billion (US$0.2 billion) at December 31, 2015 (including the portfolio assigned to the Bank and the securitized loan portfolio).

        For the year ended December 31, 2015, Consumer Financing contributed Ps.823.3 million to our consolidated net revenues (14.7% of our net segments' revenues) and Ps.59.7 million of net income (8.9% of total segments' net income).

        As of December 31, 2015, CCF had total assets of Ps.2.7 billion, net shareholders' equity of Ps.284.0 million and a loan portfolio and credit card loan balances of Ps.3.1 billion (including the portfolio assigned to the Bank and the securitized loan portfolio) and approximately 409,000 clients and 368,000 active credit card clients.

        CCF currently offers the following products:

        Credit Cards.    CCF's credit card is a financial tool through which its clients can make purchases in the network of businesses that accept MasterCard and obtain cash advances, pursuant to limitations set forth by CCF. Marketing for the CCF credit card is carried out in permanent marketing spaces located in Walmart Argentina stores, Hipertehuelche and Tarjeta's branches. CCF is the private credit card issuer with the largest number of active MasterCard credit card accounts in Argentina. CCF has exclusive rights to promote and sell financial and credit products in Walmart Argentina stores nationwide through August 2020.

        Private Label Credit Cards.    CCF's private label credit cards are credit cards that may only be used in Pesos and at the business through which they were issued. These private label credit cards aim to increase customer loyalty and generate incremental sales for the business. As of the date of this prospectus, Walmart Argentina is the only business that offers a private label credit card.

        Insurance.    CCF offers personal accident insurance, protected bag insurance for personal property contained in a bag, backpack, wallet, fanny pack or other bag that is either lost or stolen, health insurance, unemployment insurance, life insurance, extended warranty insurance and home insurance on behalf of the insurance companies with which CCF has an agreement.

        Personal Loans.    CCF offers cash loans to individuals at a fixed interest rate. In 2015, CCF granted more than 98,000 personal loans, amounting to Ps.1.1 billion in the balance of personal loans.

        Consumer Loans.    CCF offers lines of credit for the purchase of specific products. In 2014, CCF focused part of its efforts on joint projects with other Grupo Supervielle subsidiaries to create synergies and enhance value propositions for the customers. Within this framework, CCF has developed the following projects:

    Launch of non-financial products:  CCF has focused on offering a wider range of insurance products by incorporating new products dedicated to technology protection.

    Multi-assistance insurance products:  In the last quarter of 2015, three new multi-assistance products were launched geared towards household protection.

    New Supervielle Seguros Products:  In August 2015, Supervielle Seguros began to offer an insurance product that covers debit balances in the event of death or total and permanent

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      disability. As a result of the synergy between CCF and Supervielle Seguros, we believe we have improved customer experience.

    Improvement in credit card services:  CCF began to offer new products to improve credit card services.

        In June 2013, CCF and Cordial Microfinanzas signed an agreement to offer credit to micro-entrepreneurs within the framework of the Central Bank's regulations.

Insurance

        We offer insurance services by leveraging our access to our approximately 2.1 million clients through our other business segments.

        In 2015, our insurance operations through Supervielle Seguros contributed Ps.153.1 million to our consolidated net revenues (2.7% of our net segments' revenues) and Ps.54.1 million of net income (8.0% of our segments' net income).

        Supervielle Seguros currently offers the following products:

        Protected Bag Insurance.    Protected bag insurance is insurance for personal property contained in a bag, backpack, wallet, fanny pack or other bag that is either lost or stolen. Protected bag insurance can cover items such as cellular phones, makeup, planners, lost documents, keys and locks. In addition, protected bag insurance may cover a certain amount of charges from fraudulent credit card use as a result of a lost or stolen bag.

        Personal Accident Insurance.    Personal accident insurance covers policy holders in the event that they suffer an accident, subject to certain exclusions.

        Life insurance.    Supervielle Seguros markets its life insurance products to the Bank's senior citizen customers and sells its products through its own sales force that works within the Bank's service center network. The basic life insurance product includes coverage for death, and customers can add varying degrees of coverage for accidents, serious and terminal illnesses and transplants.

        Life insurance and total and permanent disability insurance for debit balances.    In the third quarter of 2015, Supervielle Seguros began to offer an insurance product that covers debit balances in the event of death or total and permanent disability.

        Supervielle Seguros has experienced a trend of growth in gross written premiums, reporting Ps.10.4 million in the fourth quarter of 2014, Ps.44.5 million in the first quarter of 2015, Ps.55.4 million in the second quarter of 2015, Ps.60.1 million in the third quarter of 2015 and Ps.79.3 million in the fourth quarter of 2015.

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        The following graph sets forth the breakdown of Supervielle Seguros's active customers as of December 31, 2015.

GRAPHIC

Asset Management & Other Services

        We also offer mutual fund services through SAM, microcredit services through Cordial Microfinanzas and retail shopping through Espacio Cordial.

        In 2015, these additional operations contributed Ps.166.0 million to our consolidated net revenues (3.0% of our segments' net revenues before adjustments) and Ps.59.5 million of net income (8.1% of our segments' net income before adjustments).

        In 2015, SAM recorded Ps.81.8 million of net income, compared to Ps.18.5 million and Ps.17.5 million for years ended December 31, 2014 and 2013, respectively.

        SAM's assets under management amounted to Ps.5.9 billion as of December 31, 2015, compared to Ps.3.4 billion and Ps.2.3 billion as of December 31, 2014 and 2013, respectively.

        As of December 31, 2015, SAM has approximately 5,000 customers.

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        The following graph sets forth the breakdown of SAM's assets under management as of December 31, 2015.

GRAPHIC

        Mutual Funds.    SAM offers mutual funds services designed to meet customers' particular investment objectives and risk profiles through its PREMIER funds family. As of December 31, 2015, SAM had US$452 million of assets under management.

        SAM's PREMIER funds family is composed of eight funds: a short-term fund (Premier Income Fund Qualified in Pesos), four fixed-income funds (Premier Plus Income Fund in Pesos, Premier Fixed-Income Savings Fund, Premier Capital Fund and Premier Fixed-Income Growth Fund), an equity fund (Premier Equity Fund), a fund specifically for investments in securities issued by SMEs and large-sized companies (Premier Common Investment Open SMEs Fund) and a mixed-income fund that invests in agricultural commodities derivatives (Premier Agricultural Commodities).

        The fixed-income funds offer the opportunity to invest in private and short-term and medium-term public debt securities. The Premier Plus Income Fund maintains a portfolio primarily composed of financial trusts and notes. The Premier Fixed-Income Savings Fund invests in debt instruments issued by the Central Bank, financial trusts and notes. The Premier Fixed-Income Growth Fund is composed of short-term and medium-term public debt securities. The Premier Capital Fund invests in currency-linked investments.

        The placement of these products is made by the Bank primarily through its commercial channels, by SAM and by brokerage firms. In December 2014, SAM began to offer its fund investment services to customers through the Bank's corporate home banking service. This service broadens SAM's channels of distribution and offers clients a high quality service.

        In the first quarter of 2016, SAM plans to launch a new mixed-income fund product to broaden its investment options for customers.

        Microcredit Services.    Cordial Microfinanzas provides microcredit loans to self-employed individuals in the lower-middle and low-income segments of the Argentine population. Through Cordial Microfinanzas, we offer an opportunity for individuals who otherwise would have no, or limited, access to financial institutions to develop a long-term relationship with us and establish a credit history, in furtherance of our core goals of creating economic value (for our clients and shareholders) and social value (for our clients and the community at large).

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        As of December 31, 2015, our microfinance portfolio amounted to Ps.161.4 million (before allowances) and had 9,546 active credit accounts (including Cordial Microfinanzas and CCF's portfolio). As of December 31, 2015, the average loan term was 15 months and the average loan amount was Ps.22,000. Loans in default for periods over 30 days were 8.6% of total loans. As of December 31, 2015, aggregate disbursements totaled Ps.199.6 million.

        Cordial Microfinanzas offers the following products:

    Loans.  The average loan from Cordial Microfinanzas is currently Ps.25,672 (maximum Ps.318,532), with an average term of 12.5 months. The interest rate varies according to the length of time the customer has been with Cordial Microfinanzas and his or her payment history. As of December 31, 2015, the average annual interest rate was 71.4%. Loan amounts are greater when secured with collateral. The average loan with a pledge as a guarantee is currently Ps.180,000, with an average term of 20.7 months. As of December 31, 2015, the average interest rate for loans with a pledge as a guarantee was 57%. The average loan with a mortgage guarantee is currently Ps.325,000, with an average term of 22.5 months. As of December 31, 2015, the average interest rate for loans with a mortgage guarantee was 52.7%.

    Check discounting.  Cordial Microfinanzas offers its customers a check cashing service with terms of up to 180 days. This service is a more affordable and flexible alternative for customers to access financial services. In 2015, the average interest rate was 52.6%.

    Savings Account with Banco Supervielle S.A.  Cordial Microfinanzas offers customers access to a savings account with the Bank together with a debit card. Cordial Microfinanzas was the first microcredit institution in Argentina to offer customers in this segment access to formal savings channels.

        In June 2013, Cordial Microfinanzas signed an agreement with CCF to offer financing to microentrepreneurs within the framework of the Central Bank's regulations.

        Retail Sales.    Espacio Cordial sells various types of goods and services through a wide range of distribution channels, with a focus on cross-selling to our banking customers.

        In 2015, Espacio Cordial conducted business through sales points located in the Bank's service centers throughout Argentina, as well as by catalog orders placed at call centers. Espacio Cordial developed two online sales units in 2015: CordialShop.com.ar and TiendaSupervielle.com.ar, selling primarily household appliances, health plans, security products and prepaid services. In December 2014, Espacio Cordial obtained authorization from the Ministry of Tourism (Ministerio de Turismo) to operate as a travel and tourism company. In 2015, Espacio Cordial sold approximately 105,000 electronic products for Ps.172 million and approximately 35,500 prepaid service plans for Ps.33 million.

        In 2015, net revenues amounted to Ps.115.8 million (US$8.9 million) compared to Ps.13.9 million in 2014.

        Espacio Cordial has a presence in all of the Bank's senior citizen service centers. In 2015, Espacio Cordial's focus was to increase sales in the 78 existing sales point and develop other distribution channels. Some of these new channels and products include:

    online wine sales through Tienda Supervielle eMarketplace, which is intended to support the Bank's wine business in Mendoza, as well as other products;

    tourism sales, which is managed by a direct sales force; rewards catalog sales, through which Bank customers are able to redeem rewards points for goods;

    insurance products through an agreement with Supervielle Seguros; and

    other types of products, including cable services, internet services and security systems.

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Our Subsidiaries

Banco Supervielle S.A.

        We own 94.7% of the share capital of the Bank and Sofital owns 2.8%. The Bank is a universal commercial bank and our largest subsidiary. When consolidated with CCF, the Bank accounted for 97.7% of our total assets as of December 31, 2015. During the last fifteen years, the Bank experienced significant growth while efficiently managing risks, including those posed by the 2001-2002 crisis and the 2008 international economic downturn. The Bank operates in Argentina, and substantially all of its customers, operations and assets are located in Argentina. It offers a wide variety of financial products and services to retail and corporate customers.

        According to the Central Bank, as of December 31, 2015, the Bank ranked tenth in terms of deposits and eleventh in terms of total loans and total assets among private banks in Argentina. As of such date, the Bank ranked fourth in terms of deposits, and fifth in terms of total assets among domestically-owned private banking groups. In 2015, the Bank continued to be a leader among private banks with respect to the payment of federal benefits to senior citizens in terms of the number of payments made. The Bank is also one of the leading providers of (i) factoring services in Argentina, with a 7.5% market among private banks as of November 30, 2015 and (ii) leasing services, with a market share estimated to be above 11.0% (in each case, taking into account the securitized leasing portfolio) as of December 31, 2015.

        As of December 31, 2015, the Bank had total assets of Ps.30.1 billion, a total loan portfolio (including the securitized loan portfolio) of Ps.20.9 billion and total deposits of Ps.23.1 billion, and its shareholders' equity totaled Ps.2.7 billion.

Cordial Compañía Financiera S.A.

        The Bank owns 95% of CCF's common shares and Grupo Supervielle owns the remaining 5%. As of December 31, 2015, CCF had total assets of Ps.2.7 billion, net shareholders' equity of Ps.284.0 million and a loan portfolio and credit card loan balances of Ps.3.1 billion (including the portfolio assigned to the Bank and the securitized loan portfolio) and approximately 368,000 credit cards issued.

        In August 2011, we purchased CCF, a company formerly known as GE Compañía Financiera S.A., a financial services division of General Electric. GE Compañía Financiera had been operating for more than ten years in the Argentine market with financial products such as credit cards, personal loans, consumer loans and a wide range of insurance products.

        Since 2000, through an agreement with Walmart Argentina, CCF has had exclusive rights to promote and sell financial and credit products to Walmart Argentina customers nationwide, including Changomas stores. The Walmart Argentina agreement grants CCF access, on an exclusive basis, to a distribution channel that includes 108 Walmart Argentina and Changomas stores located throughout Argentina and all future stores to be opened by Walmart Argentina during the term of the agreement. On July 6, 2010, CCF renewed the Walmart Argentina agreement through August 31, 2015 and in December 2014, CCF renewed the agreement again, through August 2020. This new extension of the agreement is expected to foster the expansion of CCF's business and the development of large, long term projects that are expected to bolster the growth of both parties to the agreement.

        CCF specializes in specific credit products and financial consumer services. Its business model is based on offering financial products to mainly the middle and lower-middle-income sectors and is focused on two fundamental pillars:

               i)  Accessibility:    Convenient services centered on the customer and adapted to the concept of multi-channel banking.

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              ii)  Diversification:    Products that satisfy the customers' needs in every stage of life with personalized offers and differentiated value propositions.

        The concept of multi-channel banking requires CCF to have a presence everywhere in Argentina, including each of the 22 provinces, which it does through 102 branches and three main channels of distribution:

    Walmart Financial Services:    Through this channel, CCF offers loans, credit card origination and insurance through an exclusive agreement with Walmart Argentina, reaching approximately 351,000 customers.

    Tarjeta Branches:    Through this channel, CCF offers financing to middle and lower-middle-income customers. This service has a strong presence in the Patagonia region and reaches approximately 47,000 customers.

    "Tu Crédito Hipertehuelche":    Through this channel, CCF offers loans, credit card origination and insurance through an exclusive agreement with Hipertehuelche, reaching approximately 11,000 customers.

        To secure its market presence and to maximize customer satisfaction and prospects, CCF owns financial service stands in all medium and large Walmart Argentina locations and has a total of 66 sales and services points. In smaller Walmart Argentina locations, CCF has developed a customer sales and services model through exclusive technology that does not require on-site presence.

        In the third quarter of 2014, CCF entered into an agreement with Hipertehuelche, a home improvement and construction products retail chain, in which it agreed to become the exclusive financial company of Hipertehuelche's Patagonia locations, where it has sixteen stores. In these stores, there is a financial services stand where CCF's products are offered.

        For the year ended December 31, 2015, CCF was the largest private issuer of MasterCard credit cards in Argentina. With respect to origination, for the year ended December 31, 2015 CCF placed 98,545 loans and issued 134,109 credit cards.

        CCF's total portfolio as of December 31, 2015 (including all products) totaled Ps.3.1 billion.

Tarjeta Automática S.A.

        Tarjeta was founded in 2002 to offer credit services to a segment of customers to whom banking services were not previously available. Its operations are concentrated primarily on granting consumer credit. In 2007, we acquired Tarjeta.

        Tarjeta has 20 public service branches and 41 stands at retail chains. The highest concentration of Tarjeta branches is in Patagonia.

        CCF and Tarjeta entered into an agreement for the provision of certain services to create synergies between themselves within the framework governing complementary financial services established by the Central Bank. Pursuant to this agreement, CCF will provide services to Tarjeta related to risk and collection, finance, facilities, customer service call centers, IT and operations.

Supervielle Seguros S.A.

        In June 2013, Grupo Supervielle and Sofital purchased 100% of the shares of Supervielle Seguros S.A. (formerly known as Aseguradores de Créditos del Mercosur S.A.). Supervielle Seguros began operations in October 2014.

        Supervielle Seguros will continue focusing on the first stage of creating non-credit related insurance products such as its protected bag insurance (which was offered beginning in October 2014)

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and personal accident insurance (which was offered beginning in November 2014). In addition, in December 2014 Supervielle Seguros began to offer life insurance through a sales force composed of 50 people. Personal accident insurance and protected bag insurance are sold through the branches of the Bank and CCF.

        In parallel with the consolidation of its non-credit related insurance business, Supervielle Seguros plans to advance its products, adapt to the needs of its distribution channels and clients and evaluate how to incorporate the business into the credit-related businesses.

Cordial Microfinanzas S.A.

        Cordial Microfinanzas offers loans and other financial services to urban micro-entrepreneurs that have limited access to traditional banking and financial services and families with housing infrastructure deficiencies that need financing for improvements or home maintenance purposes. Cordial Microfinanzas's products include secured and unsecured loans, home-improvement loans and loans for gas installation.

        As of December 31, 2015, Cordial Microfinanzas had nine branches, seven of which were located in the greater Buenos Aires area, specifically in Lomas de Zamora, Laferrere, La Plata, Olmos, Villa Celina, Pilar and Florencio Varela, as well as two in the neighborhood of Flores in the City of Buenos Aires. In addition, Cordial Microfinanzas works with Gas Natural S.A. to offer financing for the installation of gas lines in homes. In 2015, Cordial Microfinanzas focused on growth of the business through improving productivity and profitability in its existing branches.

        Cordial Microfinanzas has received grants and financing from FMO and from IDB. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Funding—Financings."

        In line with its growth strategy, Cordial Microfinanzas entered into a transaction with FIS Empresa Social S.A. ("FIS") effective as of July 1, 2015 to acquire from FIS certain credits and customers for a value of approximately Ps.20.0 million. The transaction involved (a) the transfer of key personnel to Cordial Microfinanzas who will focus on retaining customers and gaining customer loyalty from new customers by implementing commercial plans to offer broader financial services to such customers and (b) the transfer to Cordial Microfinanzas of certain financial liabilities managed by FIS from FONCAP S.A. y Oikocredit, Ecumenical Development Cooperative Society U.A., which were deducted from the price of the transaction.

Supervielle Asset Management Sociedad Gerente de FCI S.A.

        Through SAM, we have become a player in the mutual funds market with the "Premier" funds family. In November 2014, Standard & Poor's published its "FundStar Ranking," which ranks mutual funds based on relative strengths compared to other mutual funds with similar long-term investment strategies. Premier Fixed-Income Savings Fund and Premier Income Fund Qualified received the highest rating of five stars and Premier Equity Fund received four stars.

        As of December 31, 2015, SAM managed 8 mutual funds and had US$452 million of funds under management. Based on data from the Argentine Association of Mutual Funds, we estimate that we have a market share of approximately 2.54% of the mutual fund industry in Argentina and that SAM is ranked 16 out of 43 managers in the market.

Espacio Cordial de Servicios S.A.

        Espacio Cordial was created in October 2012 and began operating in December 2012. The business was created to sell various types of goods and services, including those related to insurance, tourism, health plans and services.

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Sofital S.A.F. e I.I.

        Sofital S.A.F. e I.I. is a sociedad anónima whose main activity consists of holding participations in other companies. Sofital currently holds 2.80% of the capital stock of the Bank and 5% of the capital stock of SAM. Sofital's current participation in the Bank is subject to the Central Bank's approval of a contribution of 2.3% of the capital stock of the Bank made by Julio Patricio Supervielle. Ownership interests in Sofital may change if the capital contribution of 10,239,196 shares of Sofital to Grupo Supervielle is approved by the Central Bank. Central Bank approval is currently pending and no estimate can be provided with respect to when it will be granted.

Viñas del Monte S.A.

        Viñas del Monte is a wine company in the Cuyo region. As of December 31, 2015, our interest in Viñas del Monte was 99.8%. For the year ended December 31, 2015, Viñas del Monte had sales of Ps.2.6 million. Viñas del Monte was an investment funded by the Bank to participate in a program set up by the Province of San Juan designed to promote investments in certain industries. By participating in this program, the Bank deferred tax payments for 75% of the investment made in Viñas del Monte between 1998 and 2001 and up to 2010. The tax was paid in full, without interest, in 2014.

Investments in and Divestments of Grupo Supervielle in its Subsidiaries

        On March 30, 2012, we made an irrevocable capital contribution to Cordial Microfinanzas for future capital increases. On August 29, 2012, Cordial Microfinanzas capitalized the contribution and we received 119,085 shares of Cordial Microfinanzas.

        On October 2, 2012, the Board of Directors resolved to establish Espacio Cordial. Espacio Cordial has authorized capital of Ps.1,000,000, representing 1,000 common shares, of which we own 95% and Sofital owns the remaining 5%.

        On November 9, 2012, we made an offer to the Bank to acquire the rights to its irrevocable contributions in the form of future capital increases made by the Bank to Viñas del Monte, a company in which we previously had owned a 1% stake. On November 14, 2012, the rights to the irrevocable contributions in the form of future capital increases for a nominal amount of Ps.2,500,000 were transferred to us in exchange for Ps.4,520,000.

        On February 5, 2013, we accepted an offer for the acquisition of 95% of the purchase shares of Aseguradores de Créditos del Mercosur S.A. (which was later renamed Supervielle Seguros). On May 14, 2013, the National Superintendency of Insurance approved the transfer of the company's shares. As a result, on June 6, 2013, 95% of the shares of Aseguradores de Créditos del Mercosur S.A. were transferred to us and the remaining 5% was transferred to Sofital.

        On May 30, 2014, Sofital S.A. and Grupo Supervielle entered into an agreement for the sale of 100% of the shares of Adval S.A. to CAT Technologies S.A. The purchase price is scheduled to be paid in installments due between July 2014 and July 2019. As of December 31, 2015, Grupo Supervielle S.A. recorded a credit of Ps.2.3 million and Sofital S.A. a credit of Ps.0.1 million.

        On February 25, 2014, the shareholders of Supervielle Seguros voted to increase the share capital by an amount of Ps.5,000,000 in proportion to their holdings to be integrated in cash and in kind.

        On November 26, 2014, our Board of Directors decided to make a capital contribution to Supervielle Seguros for an amount of Ps.12,462,232.05. The capital contribution did not change our stake in Supervielle Seguros. The increase in share capital of Supervielle Seguros is pending the approval of the Superintendency of Insurance.

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Market Area

        We maintain a strong geographic presence in the City of Buenos Aires and the Greater Buenos Aires metropolitan area, which is Argentina's most commercially significant and highly populated area, and we are leaders in terms of our banking network in some of Argentina's most dynamic regions, including Mendoza and San Luis.

        City of Buenos Aires.    The City of Buenos Aires is the capital of Argentina and the center of commerce and seat of the national government in Argentina. Based on the most recent publicly available information released by region, the City of Buenos Aires had a GDP per capita in 2005 of approximately Ps.40,000 and a population of approximately 2.9 million (approximately 7.2% of Argentina's overall population). As of September 30, 2015, the unemployment rate in the City of Buenos Aires decreased to 4% from 7% in 2012. In terms of the banking sector, there are 810 bank branches (out of a total of 4,463 bank branches in Argentina) in the City of Buenos Aires and the city accounts for 50% and 53% of total deposits and loans in Argentina, respectively.

        Province of Buenos Aires.    The Province of Buenos Aires, which includes the Greater Buenos Aires metropolitan area, is an agricultural center focused primarily on the production of soy, wheat, corn and other agricultural products. Based on the most recent publicly available information released by region, the Province of Buenos Aires had a GDP per capita in 2005 of approximately Ps.12,000 and a population of approximately 15.6 million (approximately 38.9% of Argentina's overall population). As of September 30, 2015, the unemployment rate in the Province of Buenos Aires decreased to 6.0% from 6.5% in 2013, and it remained below the historical average rate. During the last decade, agricultural production has been strong as a result of high commodity prices which has contributed to Argentina's economic growth. It is expected that agriculture production will continue to be a key driver of economic growth in Argentina in the coming years. In terms of the banking sector, there are 1,373 bank branches (out of a total of 4,463 bank branches in Argentina) in the Province of Buenos Aires and the region accounts for 20% and 18% of total deposits and loans in Argentina, respectively.

        Mendoza.    Mendoza is located in the Cuyo region and is the center of the wine industry in Argentina. Based on the most recent publicly available information released by region, Mendoza had a GDP per capita in 2005 of approximately Ps.13,000 and a population of approximately 1.7 million (approximately 4.3% of Argentina's overall population). Since 2010, the unemployment rate in Mendoza has remained below 5%, compared to 7% in Argentina over the same period. However, over the last year, the region has suffered economically as a result of a reduction of exports to the United States due to lower international wine prices and a decreased overall performance of the wine sector. In terms of the banking sector, there are 160 bank branches (out of a total of 4,463 bank branches in Argentina) in Mendoza and the city accounts for 2% of total deposits and loans in Argentina.

        San Luis.    San Luis is located in the Cuyo region. The primary industries in San Luis are agricultural production and tourism. Based on the most recent publicly available information released by region, San Luis had a GDP per capita in 2005 of approximately Ps.13,000 and a population of approximately 0.4 million (approximately 1.1% of Argentina's overall population). As of September 30, 2015, the unemployment rate in San Luis decreased to 1.3% from 2% in 2012, representing the lowest unemployment rate in Argentina. In terms of the banking sector, there are 52 bank branches (out of a total of 4,463 bank branches in Argentina) in San Luis and the city accounts for 0.4% of each of total deposits and loans in Argentina.

Distribution Network

        Our infrastructure supports our multi-channel distribution strategy with a strategic national footprint through 325 access points, which include 110 bank branches, 67 senior citizen service centers, 11 banking payment and collection centers, 66 CCF sales points located in Walmart supermarkets,

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61 consumer financing branches and other sale points, 9 microfinance branches, 491 ATMs and 158 self-service terminals. As of December 31, 2015, we had a 5.0% market share in terms of branches and ATMs among private banks according to Central Bank information. Since 2001, when our network consisted of 23 access points, our distribution network has grown at a 20.8% CAGR. In February 2016, the Central Bank approved our request to convert 35 of our 67 senior citizen service centers into full bank branches. As a result, as of the date of this prospectus, we have 145 bank branches and 32 senior citizen service centers.

        As of December 31, 2015, the Bank's loan portfolio to branches ratio was Ps.120.5 million, compared to Ps.190.4 million for Argentine private banks, Ps.138.3 million for Banco Macro S.A., Ps.287.3 million for Banco de Galicia y Buenos Aires S.A. and Ps.227.5 million for BBVA Banco Francés S.A., according to Central Bank information.

        As of December 31, 2015, the Bank's loan portfolio market share over branches market share was 0.6, compared to 0.7 for Banco Macro S.A., 1.5 Banco de Galicia y Buenos Aires S.A. and 1.2 for BBVA Banco Francés S.A., according to Central Bank information.

        Our senior citizen service centers are locations dedicated to providing banking services to senior citizens and their representatives, including: a) making social security payments to senior citizens on behalf of ANSES; b) offering savings accounts and time deposits; c) receiving loan applications and disbursing loans; d) issuance of credit and debit cards and ancillary services; e) foreign exchange transactions; f) payment by senior citizens of taxes, loan installments, credit card balances and others; and g) check payment and collection to providers and customers.

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        The following table and map show the geographical distribution of branches, senior citizen service centers and sales and collection centers, as of December 31, 2015:

Distribution Network
   
 

Banco Supervielle S.A. Branches(1)

    110  

Banco Supervielle S.A. Senior Citizen Service Centers

    67  

Banco Supervielle S.A. Sales and Collection Centers

    11  

Tarjeta Automática S.A. Branches

    20  

Tarjeta Automática S.A. Sales and Collection Centers

    41  

Cordial Microfinanzas S.A. Branches

    9  

Cordial Microfinanzas S.A. Sales and Collection Centers

    1  

Cordial Compañía Financiera Sales Points

    66  

ATMs

    491  

Self-service Terminals

    158  

(1)
In February 2016, the Central Bank approved our request to convert 35 of our 67 senior citizen service centers into full bank branches. As a result, as of the date of this prospectus, we have 145 bank branches and 32 senior citizen service centers.

GRAPHIC

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Deposits

        The following tables show the composition of the Bank's (on a consolidated basis) and the Argentine private banks' total liabilities and deposits as of December 31, 2015:

 
  Year ended December 31, 2015  
Liabilities
  Banco Supervielle   Private Banks  
 
  Ps. (in million)
  %
  Ps. (in million)
  %
 

Deposits

    23,754     80.1 %   745,092     79.7 %

Other Liabilities

    5,902     19.9 %   190,356     20.3 %

Total

    29,656           935,447        

 

 
  Year ended December 31, 2015  
Deposits Breakdown
  Banco Supervielle   Private Banks  
 
  Ps. (in million)
  %
  Ps. (in million)
  %
 

Checking accounts

    3,059     12.9 %   160,696     21.6 %

Saving Accounts

    7,754     32.6 %   185,148     24.8 %

Time deposits

    10,055     42.3 %   317,901     42.7 %

Other deposits

    2,887     12.2 %   81,347     10.9 %

Total

    23,754           745,092        

 
  Year ended December 31, 2015
Peso Denominated Time Deposits
to the Private Sector
 
 
  Banco Supervielle   Private Banks  

Retail Deposits

    49.6 %   49.3 %

Wholesale & Institutional investors

    50.4 %   50.7 %

Loan Portfolio—General Overview

        Each loan category in our loan portfolio faces different risks. We have established underwriting policies, standards and pricing mechanisms designed to mitigate the risks posed by each loan category. Our loan portfolio has grown significantly since 2001. As of December 31, 2015, we had a loan portfolio (including the securitized loan portfolio) of Ps.24.6 billion (equivalent to US$1.9 billion converted to U.S. dollars at the reference exchange rate as of December 31, 2015), compared to December 31, 2001, when we had a loan portfolio of Ps.92.9 million (equivalent to US$92.9 million, converted to U.S. dollars at the reference exchange rate as of December 31, 2001).

Underwriting Policies

        Our policies require that most loans only be approved for borrowers that are able to provide proof of a source of repayment and demonstrate an ability to service existing and future debt. Our underwriting procedures for all loan types require consideration of the borrower, including with respect to the borrower's financial condition, cash flow, the management skills and industry of our corporate customers, and the economic environment surrounding the issuance of any given loan.

        We generally expect customers to repay loans with unencumbered cash available to them. A significant part of our loan portfolio is secured. We assess the quality and liquidity of collateral before we grant any secured loan.

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Interest Rate Terms

        We price loans: (i) on both a fixed rate and floating rate basis; (ii) over different terms; and (iii) based upon different rate indices. Our pricing structures are consistent with our interest rate risk management policies and procedures. For more information on these policies and procedures, see "—Credit Risk Management."

        Loans to individuals (personal loans and credit card loans) are priced only on a fixed rate basis, while loans to small businesses, SMEs and large-sized companies are priced on both a fixed rate and floating rate basis as follows:

    Fixed rate: promissory notes (checking and invoice discounts, work certificates for government projects and warrants), overdrafts, foreign trade loans and personal loans.

    Floating rate: automobile and other secured loans, receivables from financial leases.

    Both rates: corporate unsecured loans.

Risks

        Below we list our loan categories from lowest risk to highest risk in terms of repayment ability and historical default rates:

    1.
    Promissory notes (checking and invoice discounts and warrants)

    2.
    Receivables from financial leases

    3.
    Foreign trade loans

    4.
    Corporate unsecured loans

    5.
    Overdrafts

    6.
    Automobile and other secured loans

    7.
    Personal loans and credit card loans (from the Retail Banking segment)

    8.
    Personal loans and credit card loans (from the Consumer Financing segment)

Summary of Loan Portfolio Categories

Promissory notes (factoring and check discounting and warrants)

        Factoring and check discounting.    Check discounting is used to finance working capital needs for businesses that have a diversified accounts receivable portfolio and customers or parties that issue checks and have a favorable credit history. Most of our check discounting transactions are with recourse to the assignor (i.e., we secure repayment with a pledge over an assignment of the borrower's cash flow). However, some of our check discounting transactions are without recourse to the assignor, in which case we only have recourse to the endorser of the check. With respect to our operations with recourse, we evaluate the creditworthiness of both the assignor and the endorser of the check, specifically assessing each party's payment history, credit history and legal history by requiring a variety of documents to aid us in our underwriting process. We accept checks that are issued in the ordinary course of business from the customer with a payment date generally no longer than 180 days.

        Warrants.    Warrants are granted to finance working capital needs for producers or sellers of commodities or non-commodities such as sugar, soy, wheat, corn, sunflower, peanuts, cotton, yerba mate and tobacco. We take collateral in respect of the warrants for at least 20% to 35% in excess of the value of the products, depending on the type of product. The most significant risk we face when extending warrant financing relates to the quality and preservation of the underlying assets. To mitigate

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this risk, we select third-party companies to assess and monitor the value and quality of the underlying products. We establish maximum warranty amounts ranging from US$5 million to US$40 million depending on the type of product. We set interest rates for our warrants based on the term of the warrant and the quality of the underlying product.

Receivables from financial leases

        Our financial leases are granted for financing acquisitions of capital assets, industrial equipment, road equipment and automobiles. The terms of these loans are typically between 18 and 60 months, varying based on the type of product or equipment and the useful life of such product or equipment.

        The primary source of repayment for this product is cash flows from the borrower, and, therefore, we evaluate the borrower's repayment ability before granting such loans. We also evaluate the type of asset for which the financial lease is granted in the event the borrower is unable to repay the loan. If the borrower is unable to repay the loan, we may sell the asset to recover all or part of the outstanding amount of the loan.

        The primary risk associated with our financial leases is that the borrower may default on the loan and the collateral may be insufficient to recover the outstanding amount of the loan. We mitigate this risk by: (i) granting financial leases in respect of new assets that have historically shown adequate resale values, (ii) requiring a down payment of 10% to 30% (depending on the repayment ability of the customer); and (iii) for certain types of assets, requiring a commitment from the supplier of the asset to buy or find a buyer for the asset in the event of the borrower's default. We set floating interest rates for our financial leases based on prevailing market rates.

Foreign trade loans

        Foreign trade loans are granted to finance exports and imports through pre-financing and financing loans for exports, international factoring and letters of credit for imports.

        In the case of pre-financing and financing loans for exports, we analyze the repayment ability of both the borrower and its foreign client. Specifically, we ensure that the credit line that we grant is tailored to the borrower's historical export levels and projected export levels (based on contracts, purchase orders and other documentation). We generally grant pre-financing and financing loans for exports with terms ranging from 90 to 180 days, depending on the transaction and such loans are solely denominated in U.S. dollars. Interest rates for pre-financing and financing loans for exports depend on the term of the loan and range from 5.5% to 8.25%.

        In the case of letters of credit for imports, we face a risk that we will have to pay for the imports in the event that the borrower defaults. To mitigate this risk, we ensure that the loan is granted once the merchandise to be imported can be shipped and the relevant shipment documentation can be issued. Generally, the term of our letters of credit do not exceed one year. We receive a fee for the letters of credit we issue instead of charging interest.

Corporate unsecured loans

        Corporate financial loans.    Our corporate financial loans finance short term working capital needs of up to one year or medium term working capital needs of up to three years for businesses that require monthly or periodic amortization. These loans are granted to customers with annual revenues in excess of Ps.25 million until March 31, 2016 and Ps.40 million since April 1, 2016. We evaluate the customer's repayment ability using the general criteria and analysis for corporate customers. We also analyze the following factors: the shareholders and management of the borrower, the financial and economic environment, regulatory risk and projected cash flow for the entire period during which the loan will be outstanding to ensure that the borrower will be able to comply with the scheduled

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payments under the loan. We take into account the potential effects that economic variables such as exchange rate volatility and inflation could have on projected cash flow. We set either a floating or fixed interest rate for our corporate financial loans based on the creditworthiness of the borrower's business and the term of the loan.

        Loans to small businesses.    Our loans to small businesses are originated at the Bank's branches based on a policy that requires adequate credit and legal history, a minimum credit score and a certain level of revenues. Our loans to small businesses finance working capital needs for business with annual revenues between Ps.5.0 million and Ps.25 million until March 31, 2016 and Ps.40 million since April 1, 2016. The maximum loan assistance that we provide is Ps.500,000 for unsecured loans and Ps.500,000 for factoring services. Our general policy is that our small business loan portfolio be composed 50% of unsecured loans and the other 50% of secured loans and factoring transactions. The Bank's branches may grant up to Ps.100,000 of unsecured loans, and any excess amount must be evaluated by the Bank's specialized credit analysis unit. We set either a floating or fixed interest rate for our loans to small businesses based on the creditworthiness of the borrower's business and the term of the loan. The interest rates for our loans to small business are generally higher than the interest rates for our corporate financial loans reflecting the difference in size and revenues of the businesses.

Overdrafts

        We grant overdrafts to businesses to finance working capital needs and ordinary course business activity. We assess whether the borrower has the ability to meet its payment obligations over a maximum 180-day period, placing an emphasis on the borrower's line of business. Businesses with operations that do not produce short-term revenues or with cyclical operations generally must seek other types of financing. We are able to anticipate a customer's ability to repay overdrafts by analyzing daily accounts payable, accounts receivable, credits and fluctuations. We set interest rates for our overdrafts on a monthly basis.

Automobile and other secured loans

        We grant secured loans to finance automobile purchases. The maximum amount of our automobile loans is Ps.350,000 with a maximum term of 36 months. Before granting this type of loan, we evaluate a customer's ability to meet monthly payment obligations by taking into account the prospective borrower's earnings. We also require that the vehicle serve as collateral in the event of a payment default by the borrower. We set interest rates based on the term of the automobile loan and a loan-to-value ratio ranging from 30% to 75% of the value of the vehicle at the time of sale.

Personal loans and credit card loans (from the Retail Banking segment)

        Our Retail Banking segment originates loans based on scoring systems and policies specifically tailored to our Plan Sueldo services, pension and retiree services and general clientele. For a detailed discussion of the Bank's credit application process, credit monitoring and review process and the risks associated with personal loans and credit card loans, see "—Credit Risk Management—Banco Supervielle S.A."

        Retail banking in Argentina is heavily regulated, including with respect to maximum interest rates and fees. See "Argentine Banking Regulations—Interest Rate and Fee Regulations." We tailor our policies related to issuing and granting loans and credit to comply with these regulations.

Personal loans and credit card loans (from the Consumer Financing segment)

        The personal and consumer loans offered by CCF and Tarjeta are unsecured products for personal use and are offered to the middle and lower-middle-income sectors. Due to the nature of these products, our pricing structure is high compared to the Argentine financial system. To be approved for

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such loans, these customers must provide proof of an available means of repayment and they typically but do not always have credit history.

        To mitigate the risks associated with personal and consumer loans, the initial term of any such loan is limited during the first loan, and performing borrowers may receive offers to extend the terms of the loans.

        One of the principal sales channels for personal and consumer loans is through telemarketing typically targeting credit card customers or customers that took out a loan previously with CCF, Tarjeta or another company and performed in accordance with the terms of such loan.

        The maximum amount of our personal and consumer loans is Ps.120,000, while the average loan is Ps.16,000. The average term of our personal and consumer loans is 17 months, with a maximum of 36 months. The loans are granted at a fixed rate and are paid back in monthly installments and amortized based on the French amortization system, which consists of equal monthly installments amortized in a manner in which (i) interest payments are higher at the beginning of the loan and decrease over the life of the loan, while (ii) principal payments are lower at the beginning of the loan and increase over the life of the loan.

Credit Risk Management

        We define credit risk as the risk that arises from losses and/or a decline in the value of our assets as a result of our borrowers or counterparties defaulting on or not complying with their obligations. Credit risk includes any event that may cause a decline in the present value of our loans, but does not necessarily require the counterparty's default. This risk also encompasses liquidity risk, which exists whenever a financial transaction cannot be completed or generate liquidity in accordance with an agreement. The magnitude of credit risk losses hinges upon two factors:

    the amount of exposure at the time of the default; and

    the amounts recovered by the Bank based on the payments received from the borrower and the execution of risk mitigation policies, such as guarantees that may limit losses.

        Our credit risk management policies also monitor concentration risk. This risk arises when the concentration of exposure has the capacity to generate enough losses (relating to results of operations, minimum capital requirements, assets or global risk levels) to impact the entity's financial strength or capacity to maintain its operations and significantly change the entity's risk profile.

        The Board of Directors approves credit risk policies and strategies presented by the Risk Management Committee, in consultation with the Credit Coordination team, the Legal Affairs and Compliance team and the commercial banks, and in accordance with Central Bank regulations. The Bank's credit risk policies and strategies seek to develop commercial opportunities and business plans, while maintaining a prudent level of risk. The credit policy is tailored to corporations and individuals from every segment.

        The pillars of the Bank's credit policy are based on an analysis of the client's cash flow and its repayment capacity. Regarding corporate clients, the Bank focuses on factoring products, the Plan Sueldo segment and senior citizen banking services. In addition, the Bank grants short and long term financing for specific products (such as leasing and secured transactions).

        We believe that loan portfolio diversification is a staple of the Bank's credit risk management objective of distributing risk appropriately by economic segment, client type and loan amount. The same importance is given to the risk mitigation mechanisms that ensure adequate risk coverage, such as the use of credit instruments in the corporate segment that cover substantial amounts of the loan. Finally, we continuously use early detection processes to monitor the performance of the loan portfolio.

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Credit Risk Measuring Models

        The Bank relies on several models that estimate the distribution of possible losses arising out of the loan portfolio to calculate expected losses and minimum capital requirements. These models include:

    Probability of Default ("PD").  This is obtained by using scoring or rating methods. The probability estimate is obtained by calculating the ratio of the cases of default and the total amount of loans within the observation period. The calculation is performed across different historical periods of the Bank's portfolio. This calculation is used by the Bank to classify operations and clients.

    Loss Given Default ("LGD").  This formula seeks to obtain the recovery percentages of defaulted operations throughout the recovery process. LGD allows for the calculation of the percentage of the amount due that is recoverable based on where it stands in term of the recovery process. The calculation is obtained by calculating the ratio of the economic and financial loss arising from the default (including recovery costs) and the amount due at the time of default.

    Exposure at Default ("EAD").  This model evaluates the Bank's level of exposure at the time of a borrower's default. The objective is to calculate the exposure to loans with commitment limits that are not in default by using the credit conversion factor. The credit conversion factors are based on the behavior of borrowers with commitment limits that have defaulted. The aim is to compare the amount due at the time of default with the amount due in a normal situation with a commitment limit.

    Expected Losses Calculation.  This is calculated based on the results of the PD, EAD and LGD models. The expected loss calculation analyzes portfolio information to estimate the average value of loss distributions for a one year time horizon.

    Minimum Capital Requirement Calculation.  This is represented by the difference between the portfolio's risk value and expected losses within a 99% confidence interval. The Bank has two minimum capital requirement models (one for corporate customers and one for individuals), which include the economic capital required for our concentration risk and securitization risk.

Country Risk Management

        Country risk arises from losses in investments or loans to individuals, corporations or governments, due to adverse changes in a foreign country's economic, political or social environment. The risk is present in loans granted to non-residents, loans in which the borrower's or its guarantor's solvency is significantly tied to the another country's circumstances, investments made abroad and contracts with foreign service providers.

        We believe that the Bank has an adequate framework in place to manage this risk, given the complexity of its operations and its exposure to country risk. The Bank has no significant exposure to country risk except for credit lines with correspondents and international factoring. Country risk is a special consideration when granting credit lines and is analyzed on a case by case basis.

Banco Supervielle S.A.

        The Bank's Board of Directors sets its credit policy and risk limits, with information from its risk department and the various commercial banking units and in compliance with Central Bank regulations. The credit policy is aimed at taking advantage of business opportunities within the scope and terms of the Bank's business action plan, while maintaining prudent levels of exposure to counterparty risk. The Bank's credit policy focuses on companies and individuals of all segments.

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        The pillars of the Bank's credit policy include:

    maintaining independence between the risk management function and the business and management team;

    maintaining a highly professional corporate structure around risk management;

    keeping the Board of Directors and senior management involved in risk management decision-making;

    ensuring that risks are consistent with the risk appetite framework and subject to ongoing monitoring; and

    propose limits for credit risk tolerance to be approved by the Board of Directors.

Credit Application Process

        The credit approval process is designed to facilitate an accurate risks analysis, expedient decisions and complete support information.

        Potential customers are interviewed and asked to submit documentation to efficiently evaluate risk. The risk area performs a risk evaluation using computer software and issues an opinion on the requested assistance. If credit assistance is deemed feasible, the customer's application is submitted for approval at the appropriate level, pursuant to credit authority guidelines and depending on the facility amount requested, the term and security.

        Applications by prospective retail customers are analyzed using an electronic application. Prospective corporate customers are evaluated on a case-by-case basis. There are no pre-approved lines of credit, except for individuals who may obtain a pre-approved line of credit for an amount up to seven times their monthly income.

Credit Monitoring and Review Process

        It is the Bank's policy to continually track and monitor risk in order to anticipate or foresee changes in the macroeconomic environment and anomalies that may affect the course of customers' activities and the repayment of loans. The Management and Credit Administration Department traces alert indicators for signals that may affect credit collection. Signals could be late payments of more than 30 days, alerts from credit bureaus, lawsuits from third parties, customers or suppliers and bounced checks. Action plans are in place to anticipate or mitigate potential nonperformance situations. The Credit Review Department tracks alert indicators by:

    analyzing loan portfolio evolution;

    verifying compliance with credit regulatory requirements;

    reviewing the factoring portfolio on a daily basis by operation, maturity, concentration, direct and indirect risk;

    verifying and analyzing customer arrears;

    detecting market alerts, customer behavior in the market and the financial system, lawsuits, etc.;

    proposing action plans;

    involving the Special Risks Committee;

    reporting customer alerts to officials and managers; and

    establishing allowances for estimated loan losses.

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Credit Approval Process

        The following chart describes the levels of approval for the different types of loans:

 
   
  Credit Approval Limit
(in millions of Ps.)
 
 
   
  Unsecured   Secured  
 
   
  Total Maximum
Approval Limit
 

 

House Limit (Senior Committee + Board of Director's Chairman)

             

Credit Approval Committee Corporate Banking

 

Senior Committee (Credit Manager + Commercial Coordinator Manager + CEO + Credit Coordinators + One Member of the Board of Directors)

    60     110  

 

Coordinating Officers Committee (Credit + Corporate Banking)

    18     60  

 

Regional Committee (Credit Manager or Credit Officers + Commercial Manager)

    7     24  

Consumer Financing

 

Small Businesses (Consumer Credit Manager or Credit Supervisors)

    0.8        

 

Consumer Financing (Consumer Credit Manager or Credit Supervisors)

    0.8     2  

        The Retail Banking Committee has the following primary responsibilities:

    Approves credit retail policies and oversees correct implementation and compliance with such policies.

    Defines credit evaluation criteria, including the cut-off points concerning scoring models, minimum income levels required and others.

    Monitors the evolution of the credit portfolio.

Recovery Process

        The Bank's Recovery Area handles the collection of past due credits. Collections are handled by different units for individual and corporate customers.

        With respect to individual customers, the Recovery Area begins a collection process when credits become past due by three days. The collection of the overdue credit is handled by a third-party collection agency. After 90 days, the Recovery Area determines whether the past due credit should be sent to a different collection agency or if it should be subjected to a judicial hearing.

        With respect to corporate customers, payment defaults are analyzed on a case-by-case basis, taking into consideration the size of the loan and the number of days in arrears, among other factors. However, generally, past due credits of corporate customers enter the collection process after 90 days. For financial leasing customers, the collection process begins after a credit is past due by 60 days.

        The Recovery Department has the power to engage in extra-judicial negotiations and approve payment proposals by debtors of amounts up to Ps.1 million.

        The Recovery Committee has the power to engage in extra-judicial negotiations with a customer owing no more than Ps.4.0 million. The Special Risk Committee may allow the customer to refinance a loan, reduce the interest or use a guarantee. The Special Risk Committee formulates proposals for the Senior Committee on how to address loan defaults that are outside the scope of its area.

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CCF and Tarjeta

        To evaluate a prospective customer and detect possible fraud, CCF and Tarjeta maintain a centralized credit analysis process for issuing credit cards and granting personal loans. CCF and Tarjeta use an Experian decision engine, which combines automatic evaluation processes (including scorecards, credit bureaus (such as Equifax), negative file, maximum exposure, installment to income ratios and line assignment) with digitalized documentation controls performed by the underwriting team. This process also features different parameters for determining exposure and maximum risk per applicant, including point of sale, channel, product, incorporation process, risk level, among others.

        In addition, each branch is categorized by risk level based on its portfolio's behavior trends per score range. A cut off by level is determined accordingly. These classifications are updated and validated regularly to ensure their accuracy.

        CCF and Tarjeta periodically perform a risk analysis of their entire respective customer bases, evaluating payment behavior and exposure level, and using this information to offer better credit options for existing services and new products and services.

        Collection efforts are managed internally at the early stages of delinquency and are tailored to each customer's risk level and behavior. CCF and Tarjeta conduct collection actions using an Avaya predictive dialer and applying different communication channels such as call centers, virtual messaging, SMS, letters and telegrams. After 180 days past due, collection efforts are outsourced to third-party collection agencies.

Technology

        In order to advance our strategy of becoming an efficient provider of financial services, we invest in technological upgrades to automate our business model and improve our IT and security, among other things.

        Below we describe some of our current and planned technological investments in the Bank.

Banco Supervielle S.A.

        We have made and plan to continue making technological improvements with respect to our automation services, IT capacity, software development and security.

Automation Services

        We have made certain improvements to our automation services including:

    installing new ATMs, reaching a total number of 491 ATMs as of December 31, 2015;

    installing new self-service terminals, reaching a total number of 158 terminals as of December 31, 2015;

    installing 8 terminals related to new bill payment services in branches as of December 31, 2015;

    improving our biometrical identification services by installing a total of 246 terminals as of December 31, 2015; and

    improving our individual home banking platform.

IT Capacity

        We have created an IT environment geared towards future challenges relating to innovative initiatives such as cloud services, big data services, customer relation management and shared services. In 2016, we intend to change our banking services by installing new biometric terminals and improving

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mobile services. We intend to create more digital services by upgrading our voice over internal protocol (VoIP), adding more ATMs, adding video conference and on-line chats. We also intend to design an IT cloud computing system and focus on mobile banking and social networks. Finally, we intend to make specific upgrades to our computer systems.

Software Development

        Currently, we intend to develop certain software, including software related to the following things:

    Changing the bank:  we plan to create a new sales platform and upgrade biometric terminals;

    Client experience:  we plan to upgrade iFactus and create a new mobile banking platform;

    Drive to digital:  we plan to create a corporate social network and improve our corporate architecture;

    Big data:  we plan to work with data mining, social mining and analytical models; and

    Running the bank:  we plan to develop software related to regulatory reports and risk management, among other things.

Security

        We also seek to improve technology related to e-crime, mobile security, cyber security, cloud security and other areas of security related to our banking services.

CCF

        CCF's investments in technology seek to achieve simplicity, speed and efficiency. CCF's initiatives for the short- and medium-term include:

    Simplicity.  CCF seeks to implement service-oriented architecture (SOA) and cloud computing services to offer simple software solutions.

    Speed.  CCF seeks to optimize its operating system to improve the speed of its network.

    Efficiency.  CCF seeks to implement IT performance metrics and gain independence from suppliers that make scalability difficult to achieve efficiency.

Software Development

        We intend to implement a new origination process with a new online sales platform and the use of SOA to access core information. In addition, we intend to improve processes related to accounting and financial information. We already implemented a new platform that allows us to monitor critical processes online. We also seek to improve customer loyalty through our software.

Competition

Retail Banking, Corporate Banking and Treasury

        The Argentine financial system remains highly fragmented compared to the rest of Latin America.

        In 1999, the Argentine financial system had 116 financial entities. This number decreased to 100 in 2002 and 89 in 2005. As of December 31, 2015, this number stood at 78, of which 62 were banks (13 public and 49 private). In terms of ownership, in 1999 Argentine and foreign entities each held 41.3% of the Argentine banks while the remaining 17.3% of the banks were held by the public sector. As of December 31, 2015, while the participation of the public sector remained stable at 21.0%, the portion

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of banks controlled by Argentine entities represented 51.6% and the portion of banks controlled by foreign entities represented 27.4%.

        In 1999, there were 17 financial companies, nine of which were controlled by Argentine entities and eight of which were controlled by foreign entities, and seven credit unions. As of December 31, 2015, the number of financial companies had decreased to 15, six of which were controlled by Argentine entities and nine of which were controlled by foreign entities, and only one credit union remained.

        As of December 31, 2015, the largest private bank in terms of bank assets in Argentina held a 8.3% share of the total bank assets in the financial system and the five largest banks (including private and public banks) in terms of assets held a 54.6% share, higher than the 48.7% share held in 2001. Banking systems in other Latin American countries are even more concentrated. As of December 31, 2015, the five largest banks (including private and public banks) in terms of assets held a 69.4% share of total bank assets in Brazil, 72.8% in Chile, 61.8% in Colombia, 71.0% in Mexico, and 78.4% in Peru.

Competitive Framework

        The Bank was one of the top 15 private banks in the Argentine financial system with respect to loans, deposits, assets and equity as of December 31, 2015, as shown in the following tables:

 
  As of
December 31, 2015
 
 
  Total Assets  
 
  Ps. (in
millions)
  Share of
total (%)
 
 
  (in millions of Pesos, except percentages)
 

Banco Santander Río S.A. 

    152,996     14.3 %

Banco de Galicia y Buenos Aires S.A. 

    138,712     12.9 %

BBVA Banco Francés S.A. 

    109,366     10.2 %

Banco Macro S.A.(1)

    103,684     9.7 %

HSBC Bank Argentina S.A. 

    70,995     6.6 %

Credicoop Cooperativo Limitado

    62,297     5.8 %

Banco Patagonia S.A. 

    59,971     5.6 %

ICBC S.A. 

    59,229     5.5 %

Citibank N.A. 

    58,685     5.5 %

Banco Hipotecario S.A. 

    36,638     3.4 %

Banco Supervielle S.A. 

    30,068     2.8 %

Nuevo Banco de Santa Fe S.A. 

    25,244     2.4 %

Banco Itaú Argentina S.A. 

    22,950     2.1 %

Banco de San Juan S.A. 

    21,922     2.0 %

Banco Comafi S.A. 

    14,911     1.4 %

Other(2)

    103,748     9.7 %

Total

    1,071,416        

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  As of December 31, 2015  
 
  Total Loans  
 
  Ps. (in
millions)
  Share of
total (%)
 
 
  (in millions of Pesos, except percentages)
 

Banco Santander Río S.A. 

    83,063     15.2 %

Banco de Galicia y Buenos Aires S.A. 

    75,205     13.7 %

Banco Macro S.A.(1)

    62,305     11.4 %

BBVA Banco Francés

    54,995     10.0 %

HSBC Bank Argentina S.A. 

    33,213     6.1 %

Banco Patagonia S.A. 

    31,399     5.7 %

ICBC S.A. 

    29,221     5.3 %

Credicoop Cooperativo Limitado

    28,601     5.2 %

Citibank N.A. 

    27,947     5.1 %

Banco Hipotecario S.A. 

    19,031     3.5 %

Banco Supervielle S.A. 

    17,947     3.3 %

Nuevo Banco de Santa Fe S.A. 

    15,735     2.9 %

Banco Itaú Argentina S.A. 

    13,607     2.5 %

Nvo. Banco de Entre Ríos

    7,044     1.3 %

Banco Comafi S.A. 

    6,881     1.3 %

Other(2)

    41,073.32     7.5 %

    547,264.52        

 
  As of
December 31, 2015
 
 
  Total Deposits  
 
  Ps. (In
millions)
  Share of
total (%)
 
 
  (in millions
of Pesos, except
percentages)

 

Banco Santander Río S.A. 

    110,518     14.8 %

Banco de Galicia y Buenos Aires S.A. 

    99,657     13.4 %

BBVA Banco Francés

    76,793     10.3 %

Banco Macro S.A.(1)

    74,323     10.0 %

Credicoop Cooperativo Limitado

    53,725     7.2 %

HSBC Bank Argentina S.A. 

    50,521     6.8 %

Banco Patagonia S.A. 

    41,652     5.6 %

ICBC S.A. 

    36,251     4.9 %

Citibank N.A. 

    36,119     4.8 %

Banco Supervielle S.A. 

    23,094     3.1 %

Banco Hipotecario S.A. 

    20,487     2.7 %

Nuevo Banco de Santa Fe S.A. 

    18,603     2.5 %

Banco de San Juan S.A. 

    14,634     2.0 %

Banco Itaú Argentina S.A. 

    13,459     1.8 %

Banco Comafi S.A. 

    10,750     1.4 %

Other(2)

    64,508     8.7 %

    745,092        

Source: Central Bank

(1)
Includes Banco del Tucumán S.A.

(2)
Includes 34 private banks with assets below Ps.12.0 billion, as of December 31, 2015.

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        The Bank, when consolidated with CCF, was one of the top ten private banks in the Argentine financial system with respect to personal loans as of December 31, 2015, as shown in the following table:

 
  As of
December 31, 2015(1)
 
 
  Personal Loans  
 
  Ps. (in
millions)
  Share of
total (%)
 

Banco Macro S.A.(2)

    23,231.5     24.6 %

Banco Santander Río S.A. 

    11,063.3     11.7 %

Banco de Galicia y Buenos Aires S.A(3). 

    7,974.6     8.4 %

BBVA Banco Francés S.A. 

    7,343.9     7.8 %

Banco Supervielle S.A.(4)

    5,615.3     5.9 %

Nuevo Banco de Santa Fe S.A.. 

    5,022.9     5.3 %

Banco Patagonia S.A. 

    3,968.4     4.2 %

HSBC Bank Argentina S.A. 

    3,336.0     3.5 %

Citibank N.A

    3,311.9     3.5 %

Nuevo Banco de Entre Ríos S.A. 

    3,089.5     3.3 %

Other

    20,600.0     21.8 %

Total

    94,557.3     100.0 %

(1)
Does not include securitized personal loans portfolio.

(2)
Includes Banco del Tucumán S.A.

(3)
Consolidated with Compañía Financiera Argentina S.A.

(4)
Consolidated with CCF.

        The Bank was one of the top ten private banks in the Argentine financial system with respect to leasing, as shown in the following table as of December 31, 2015:

 
  As of
December 31, 2015
 
 
  Leasing(1)  
 
  Ps. (in
millions)
  Share of
total (%)
 

BBVA Banco Francés S.A. 

    2,334.3     20.8 %

Banco Patagonia S.A. 

    1,284.7     11.5 %

Banco de Galicia y Buenos Aires S.A. 

    1,204.1     10.7 %

HSBC Bank Argentina S.A. 

    1,110.4     9.9 %

Banco Supervielle S.A. 

    1,075.0     9.6 %

Banco Comafi S.A. 

    791.3     7.1 %

ICBC S.A. 

    671.5     6.0 %

Credicoop Cooperativo Limitado

    653.7     5.8 %

Citibank N.A

    685.2     6.1 %

Banco Santander Río S.A. 

    509.4     4.5 %

Others

    889.2     7.9 %

Total

    11,208.8     100.0 %

Source: Central Bank

(1)
Does not include securitized leasing portfolio.

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        The Bank was one of the top ten private banks in the Argentine financial system with respect to factoring as of November 30, 2015, as shown in the following table:

 
  As of
November 30, 2015
 
 
  Factoring  
 
  Ps. (in
millions)
  Share of
total (%)
 

Banco de Galicia y Buenos Aires S.A. 

    8,264.2     15.4 %

Banco Santander Río S.A. 

    6,560.4     12.2 %

Credicoop Cooperativo Limitado

    6,018.9     11.2 %

Banco Macro S.A. 

    4,957.7     9.3 %

Banco Supervielle S.A. 

    3,998.3     7.5 %

Banco Patagonia S.A. 

    3,931.0     7.3 %

BBVA Banco Francés S.A. 

    3,753.6     7.0 %

Citibank N.A

    2,205.3     4.1 %

HSBC Bank Argentina S.A. 

    2,124.1     4.0 %

Industrial and Commercial Bank of China (Argentina) S.A. 

    1,736.2     3.2 %

Banco Comafi S.A. 

    597.5     1.1 %

Banco Itaú Argentina S.A

    502.0     0.9 %

Banco Hipotecario S.A. 

    220.0     0.4 %

Others

    8,685.9     16.2 %

Total

    53,555.0     100.0 %

Source: Central Bank

        The Bank, when consolidated with CCF, ranked first among private banks in the Argentine financial system with respect to Mastercard active accounts as of December 31, 2015 as shown in the following table:

 
   
  As of
December 31,
2015
 
 
   
  Mastercard active accounts  
1   Banco Supervielle S.A.(1)     240,792  
2   Banco Macro S.A.      207,216  
3   BBVA Banco Francés S.A.      195,970  
4   HSBC Bank Argentina S.A.      190,723  
5   Banco de Galicia y Buenos Aires S.A.      118,403  
6   Citibank N.A.      110,902  
7   Banco Columbia S.A.      96,619  
8   Banco Itaú Argentina S.A.      93,347  
9   Industrial and Commercial Bank of China (Argentina) S.A.      77,708  
10   Banco Patagonia S.A.      58,540  

(1)
Consolidated with CCF.

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        The Bank ranked first among private banks in the Argentine financial system with respect to the origination of all bank asset securitization in the Argentine market as of the periods indicated, as shown in the following table:

 
  As of
December 31, 2015
 
 
  Bank asset
securitization
 
 
  Ps. (in
millions)
  Share of
total (%)
 

Banco Supervielle S.A. 

    1,820.0     38.1 %

Banco Columbia S.A. 

    630.9     13.2 %

Industrial and Commercial Bank of China (Argentina) S.A. 

    528.7     11.1 %

Banco Comafi S.A. 

    458.1     9.6 %

Banco Piano S.A. 

    364.1     7.6 %

Banco Sáenz S.A. 

    356.0     7.4 %

Banco BICA S.A. 

    311.6     6.5 %

BST S.A. 

    235.3     4.9 %

Banco de la Prov. de Córdoba S.A. 

    75.0     1.6 %

Total

    4,779.7     100.0 %

        We were one of the top ten companies in the Argentine capital markets with respect to the origination of total asset securitizations as of the periods indicated, as shown in the following table:

 
  As of
December 31, 2015
 
 
  Total Securitizations  
 
  Ps. (in
millions)
  Share of
total (%)
 

Grupo Electrónica Megatone

    3.422,8     13.8 %

Grupo Garbarino

    2.825,2     11.4 %

Grupo Frávega

    2.470,1     9.9 %

Grupo Supervielle

    2.376,6     9.6 %

Grupo Carsa

    2.147,7     8.6 %

Grupo Ribeiro

    949,2     3.8 %

Vicentin

    881,5     3.5 %

Grupo Comafi

    836,9     3.4 %

CMR Fallabaella

    830,1     3.3 %

Grupo Cohen

    692,8     2.8 %

        The Bank faces a high degree of competition in virtually all core financial products with respect to pricing (interest rate or fee) and term. The Bank's strategy in the face of this competition is to maintain aggressive business policies, differentiate itself with respect to product offering and customer service, and redesign processes for greater sales productivity.

        Notwithstanding this competitive challenge, our strategy for growth, both organic and through acquisitions, has resulted in an 85.2% increase in our financial system market share (excluding public banks) and a 66.9% increase in our private bank loan market share since 2005. Throughout this period, we gained some of the market share lost by several of our larger competitors.

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        The following graph shows the Bank's loan market share on a consolidated basis since 2001.

GRAPHIC


Source: Central Bank.

        The graph below shows a comparison of the Bank's loan portfolio CAGR compared to the average loan portfolio CAGR of Argentine private Banks and the private financial system (excluding public banks).


Loans—CAGR

GRAPHIC

        The graph below shows a comparison of the Bank's loan portfolio growth compared to the average loan portfolio growth of the Argentine financial system.

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Banco Supervielle+CCF
Loans Portfolio Growth

GRAPHIC

Consumer Financing

        CCF offers its products primarily to the middle and lower-middle-income sectors. CCF's main competitors can be divided into two groups: (1) those that are not subject to Central Bank oversight such as Provencred, Tarjeta Naranja, Tarjetas Cuyanas, Credial and Tarjeta Shopping and (2) those that are subject to Central Bank oversight such as Compañía Financiera Argentina and BST CrediLogros.

        With respect to its Walmart Argentina private label credit card, CCF's primary competitors in terms of the types of products offered are Tarjeta Más (issued at Jumbo and Easy and used in Jumbo, Easy, Disco, Vea and Blaisten), Tarjeta Carrefour (issued and used exclusively at Carrefour) and Tarjeta Coto (issued and used exclusively at Coto). However, unlike its competitors, CCF was the first to also issue an open MasterCard credit card, allowing CCF to operate in the banking and retail sectors. Currently, Tarjeta Más is the only other competitor with a similar strategy. In addition, CCF is the sole provider of in-store personal cash loans and consumer loans that may be granted and used immediately at the retail stores.

        Tarjeta's competitors vary in terms of region and type of product. Competitors in the lending space include Compañía Financiera Argentina, BST CrediLogros, Banco Columbia, Credil, Corefin and Empresur. In terms of the credit card space, Tarjeta's main competitor is Tarjeta Naranja, followed by regional competitors such as Nevada and Credimas.

        With respect to the products offered through the Hipertehuelche channel, even though there are no financial companies dedicated solely to the construction sector, CCF's competitors include CETELEM, Cuota sí (CFA), DIRECTO and Cuota YA. However, these competitors do not operate in the Patagonia region where Hipertehuelche operates, and are competitors only with respect to the types of products offered.

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Mutual Funds and Microfinance Markets

        With respect to the mutual fund market, based on third party sources we estimate our market share is 2.6% and that SAM is ranked 16th out of 43 managers in the industry. Our main competitors are Galicia Administradora de Fondos S.A.S.G.F.C.I., Macro Fondos S.G.F.C.I.S.A., ICBC Investments S.A.S.G.F.C.I., Francés Administradora de Inversiones S.A.G.F.C.I., Itaú Asset Management S.A.S.G.F.C.I., HSBC Administradora de Inversiones S.A.S.G.F.C.I., BNP Paribas Asset Management Arg S.A.S.G.F.C.I. and Santander Río Asset Management G.F.C.I.S.A.

        There are no official statistics with respect to the microfinance market in which Cordial Microfinanzas operates. According to private estimates, Cordial Microfinanzas has one of the largest networks of branches and is first in terms of portfolio size and number of customers. As of June 2014, there were 39 microfinance institutions in Argentina, of which non-governmental organizations ("NGOs") make up the great majority, with only a few corporations. NGOs have a diversified geographic presence and are linked in some cases with public institutions and the development of government policies concerning unemployment and local development. The major players are Cordial, FIE Gran Poder, Emprenda S.A., OMLA S.A. Provincia Microempresa S.A. and Ciudad Microempresas S.A., which accounted for approximately 88.5% of the total current portfolio, according to the Argentine Network of Microfinance Institutions (Red Argentina de Instituciones de Microcrédito, "RADIM") as of June 2014.

Legal Proceedings

        As of the date of this prospectus, we are not a party to any legal or administrative proceedings for which the outcome is likely to have a material adverse effect on our results of operations.

        The Bank and CCF are party to proceedings relating to collection efforts and other legal or administrative actions initiated in the normal course of business, including certain class actions initiated against a number of banks and financial companies, including ours, by public and private organizations in connection with alleged overcharging on products and interest rates, among others.

        Although the provisions regarding class actions held in the Argentine National Constitution and the Consumer Protection Law are currently considered to be insufficient and in need of completion, the Argentine Supreme Court has, nonetheless, admitted class actions, as is the case with lawsuits against financial entities related to "collective interests," as long as certain procedural requirements are met.

        The class action lawsuits involving the Bank and CCF are related to alleged overcharging on life insurance, interest rates and administrative charges, consumer loans and credit cards, and interest rates in factoring operations, as well as the inadequacy of the contingency risk charge on checking accounts.

        These types of class actions were brought against every financial entity in Argentina. Some of these lawsuits have been settled by the parties out of court. These settlements have typically involved an undertaking by the financial institution to adjust the fees and charges.

        Our subsidiaries are not parties to any legal proceedings, the outcome of which is likely to have a material adverse effect on their respective results of operations.

Employees

        We had 4,843 employees at December 31, 2015, 4,579 employees at December 31, 2014 and 4,570 employees at December 31, 2013.

        At the holding company we had six employees at December 31, 2015, five employees at December 31, 2014 and eight employees at December 31, 2013. At December 31, 2015, 2014 and 2013 the Bank had 3,398, 3,200 and 3,225 employees, respectively. At December 31, 2015, 64.0% of the

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Bank's employees were members of a national union in which membership is optional. The Bank has not experienced any significant conflicts with this union. All management positions in the Bank are held by non-union employees. At December 31, 2015, the Bank's employees were under collective bargaining agreement No. 18/75, which regulates labor contracts of financial entities, while the Bank's managers were covered by general contractual labor laws. However, senior management, as is the case for all other banks in Argentina, is not under a union's supervision with respect to remuneration and other labor conditions and follows the applicable regulation in this respect.

        The Bank currently does not maintain any pension or retirement program for its employees. In order to incentivize the performance of its employees, the Bank implemented several incentive payment plans for its employees linked to performance and results.

        At December 31, 2015, 2014 and 2013, CCF had 701, 944 and 1,004 employees, respectively. At December 31, 2015, 64.9% of CCF's employees were under the collective bargaining agreement Convenio Colectivo de Empleados de Comercio No.130/75 (Convenio de Comercio), which regulates labor contracts of non-banking, financial institutions. The remaining 35.1% of employees, all managers and some senior analysts, were covered only by general contractual labor laws. In addition, at December 31, 2015, 2.1% of CCF's employees were members of the Commerce Employees Union (Sindicato de Empleados de Comercio).

        At December 31, 2015, 2014 and 2013, Tarjeta had 479, 205 and 214 employees, respectively. At December 31, 2015, 89.4% of Tarjeta's employees were under the collective bargaining agreement Convenio Colectivo de Empleados de Comercio No.130/75 (Convenio de Comercio). The remaining 10.6% of employees, all managers and some senior analysts, were covered by general contractual labor laws.

        At December 31, 2015, 2014 and 2013, Cordial Microfinanzas had 66, 61 and 53 employees, respectively. As of December 31, 2015, the collective bargaining agreement Convenio de Comercio covered 31% of Cordial Microfinanzas's employees and the collective bargaining agreement Convenio Colectivo de Viajantes de Comercio No. 308/75 covered 50% of Cordial Microfinanzas's employees. The remaining 19% of Cordial Microfinanzas's employees were covered by general contractual labor laws. At December 31, 2015, one of Cordial Microfinanzas's employees was a union member.

        At December 31, 2015 SAM had 11 employees up from December 31, 2014 and 2013, when SAM had 9 employees. Employees of SAM are not unionized and are covered only by general contractual labor laws. SAM currently does not maintain any pension or retirement program for its employees. SAM incentivizes employee performance through several incentive payment plans linked to performance and results.

        At December 31, 2015, 2014 and 2013, Espacio Cordial had 113, 101 and 57 employees, respectively. At December 31, 2015, 100.0% of Espacio Cordial's employees were under the collective bargaining agreement No. 18/75, which regulates labor contracts of financial entities, including the Bank's. In addition, at December 31, 2015, 59.3% of Espacio Cordial's employees were union members.

        At December 31, 2015, Supervielle Seguros had 69 employees. At December 31, 2015, 3 out of 69 of its employees were union members from the Sindicato del Seguro de la República Argentina. At December 31, 2015, 67 out of 69 employees were under the collective bargaining agreement No. 264/95 Convenio Colectivo de Empleados de Seguros y Reaseguros.

        Grupo Supervielle has grown significantly since 2001. As of December 31, 2015, Grupo Supervielle had 4,843 employees, as compared to December 31, 2001, when the Bank (operating under the name Banco San Luis S.A., Banco Comecial Minorista) had 515 employees.

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Compensation

        Labor relations in Argentina are governed by specific legislation, such as labor Law No. 20,744 and Collective Bargaining Law No. 14,250, which, among other things, dictate how salary and other labor negotiations are to be conducted. Every industrial or commercial activity is regulated by a specific collective bargaining agreement that groups together companies according to industry sectors and by trade unions. While the process of negotiation is standardized, each chamber of industrial or commercial activity negotiates the increases of salaries and labor benefits with the relevant trade union of such commercial or industrial activity. In the banking sector, salaries are established on an annual basis through negotiations between the chambers that represent the banks and the banking employees' trade union. The National Labor Ministry mediates between the parties and ultimately approves the annual salary increase to be applied in the banking activity. Parties are bound by the final decision once it is approved by the labor authority and must observe the established salary increases for all employees that are represented by the banking union and to whom the collective bargaining agreement applies.

        For the past ten years, negotiations have taken place during the first half of the year.

        In addition, each company is entitled, regardless of union-negotiated mandatory salary increases, to give its employees additional merit increases or variable compensation schemes.

Properties

        The Bank owns 4,697 square meters of office space at Reconquista 330 in Buenos Aires and San Martín/Espejo in Mendoza for management, administrative and other commercial purposes and for central area personnel. The Bank also owns 2,045 square meters for retail branch properties in Mendoza and Buenos Aires, 1,322 square meters of land in the City of San Luis and the City of Mendoza and 9,878 square meters of properties not related to our core business, 4,214 square meters of which correspond to an acquisition for a total of Ps.165 million of four office units and parking spaces located at Avenida L. N. Alem 1035 for a probable future reallocation of our staff. The remainder of property not related to our core business was sold in 2015.

        Supervielle Seguros owns 1,603 square meters of office space located at Reconquista 330 in Buenos Aires.

        The rest of our administrative buildings and offices (including our headquarters), branches, senior citizen service centers, sales and collection centers and storage properties are leased pursuant to arm's length agreements.

        We sublease from the Bank the offices where our headquarters are located at Bartolomé Mitre 434, 5th Floor, City of Buenos Aires.

Corporate Social Responsibility

        We have integrated corporate social responsibility and sustainability into our business model and commercial activity.

        We promote accessibility and address the needs of segments that have traditionally been excluded from the financial system.

        Our social responsibility plan is built around the following core programs and concepts, which we have developed through our largest subsidiary, the Bank:

    Programs for the Aging.  We offer several training programs to senior citizens. Our Grandparents Online Program (Programa Abuelos en Red) is a program through which in 2015 we helped train more than 12,000 elderly people through introductory digital technology courses and get senior citizens involved in volunteer programs for the indigent. In the same vein, our We Teach

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      Professions Program (Programa Enseñemos Nuestros Oficios) has been successfully established in six rural communities in the provinces of San Luis and Mendoza and organizes job fairs for senior citizens. In 2015, we launched our first literary competition named "Grandes Autores, pequeños relatos" and we received 687 stories from our senior citizen customers.

    Programs for Children.  We support various fundraising events for children education and donate food and supplies to indigent children to groups such as UNICEF, Fundación Conin, Fundación Casa Rafael and Fundación Banco de Alimentos.

    Institutional Strengthening.  The Bank sponsors innovation prizes and theater projects for local communities to build better communities and institutions.

    Education.  The Bank sponsors entrepreneur competitions, education programs and mentorship programs. For example, Teach for Argentina (Enseña por Argentina) gives underprivileged children contact with the workplace and offer them tools to develop personally and professionally. The program allows high school seniors to join the labor market and experience the day-to-day reality of the workplace.

        Another one of the pillars of our commitments to corporate social responsibility and sustainability is the provision of financial assistance to SMEs that comply with certain environmental and social policies. We also run social responsibility programs that we have developed within the communities where we have a presence. We aim to respond and pay attention to interest groups, shareholders and investors, the community, customers, suppliers, employees, the media and authorities. We hope to build relationships with and gain the confidence of the members of the community and meet their needs.

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ARGENTINE BANKING REGULATION

Overview

        Founded in 1935, the Central Bank is the principal monetary and financial authority in Argentina. Its mission is to promote monetary and financial stability, employment and economic development with social equity. It operates pursuant to its charter, which was amended in 2012 by Law No. 26,739 and the provisions of the FIL. Under the terms of its charter, the Central Bank must operate independently from the Argentine government.

        Since 1977, banking activities in Argentina have been regulated primarily by the FIL, which empowers the Central Bank to regulate the financial sector. The Central Bank regulates and supervises the Argentine banking system through the Superintendency. The Superintendency is responsible for enforcing Argentina's banking laws, establishing accounting and financial reporting requirements for the banking sector, monitoring and regulating the lending practices of financial institutions and establishing rules for participation of financial institutions in the foreign exchange market and the issuance of bonds and other securities, among other functions.

        The powers of the Central Bank include the authority to fix the monetary base, set interest rates, establish minimum capital, liquidity and solvency requirements, regulate credit, approve bank mergers, approve certain capital increases and transfers of stock, grant and revoke banking licenses, and to authorize the establishment of branches of foreign financial institutions in Argentina and the extension of financial assistance to financial institutions in cases of temporary liquidity or solvency problems.

        The Central Bank establishes different technical ratios that must be observed by financial entities with respect to levels of solvency, liquidity, the maximum credits that may be granted per customer and foreign exchange asset and liability positions.

        In addition, financial entities need authorization from the Central Bank for the disposition of their assets, such as opening or changing branches or ATMs, acquiring share interests in other financial or non-financial corporations and establishing liens over their assets, among others.

        As the supervisor of the financial system, the Central Bank requires financial institutions to submit information on a daily, monthly, quarterly, semiannual and annual basis. These reports, which include balance sheets and income statements, information related to reserve funds, use of deposits, classifications of portfolio quality (including details on principal debtors and any allowances for loan losses), compliance with capital requirements and any other relevant information, allow the Central Bank to monitor the business practices of financial entities. In order to confirm the accuracy of the information provided, the Central Bank is authorized to carry out inspections.

        If the Central Bank's rules are not complied with, various sanctions may be imposed by the Superintendency, depending on the level of infringement. These sanctions range from a notice of non-compliance to the imposition of fines or, in extreme cases, the revocation of the financial entity's operating license. Additionally, non-compliance with certain rules may result in the compulsory filing of specific adequacy or restructuring plans with the Central Bank. These plans must be approved by the Central Bank in order for the financial institution to continue to operate.

Banking Regulation and Supervision

Central Bank Supervision

        Since September 1994, the Central Bank supervised Argentine financial institutions on a consolidated basis. Such institutions must file periodic consolidated financial statements that reflect the operations of headquarters, their branches in Argentina and abroad, and their significant subsidiaries, whether domestic or foreign. Accordingly, requirements in relation to liquidity and solvency, minimum

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capital, risk concentration and loan loss provisions, among others, should be calculated on a consolidated basis.

Permitted Activities and Investments

        The FIL governs any individuals and entities that serve as financial intermediaries and, as such, are part of the financial system, including commercial banks, investment banks, mortgage banks, financial companies, savings and loan companies for residential purposes and credit unions. Except for commercial banks, which are authorized to conduct all financial activities and services that are established by law or by regulations of the Central Bank, the activities that may be carried out by Argentine financial entities are set forth in the FIL and by related Central Bank regulations. Some of the activities permitted for commercial banks include the ability to (i) receive deposits from the public in both local and foreign currency; (ii) underwrite, acquire, place or negotiate debt securities, including government securities, in both exchange and over-the-counter markets (subject to prior approval by the CNV, if applicable); (iii) grant and receive loans; (iv) guarantee customers' debts; (v) conduct foreign currency exchange transactions; (vi) issue credit cards; (vii) act, subject to certain conditions, as brokers in real estate transactions; (viii) carry out commercial financing transactions; (ix) act as registrars of mortgage bonds; (x) participate in foreign exchange transactions; and (xi) act as fiduciary in financial trusts. In addition, pursuant to the FIL and Central Bank Communication "A" 3086, as amended, commercial banks are authorized to operate commercial, industrial, agricultural and other types of companies that do not provide supplemental services to the banking services (as defined by applicable Central Bank regulations) to the extent that the commercial bank's interest in such companies does not exceed 12.5% of its voting stock or its capital stock. Nonetheless, if the aforementioned limits were to be exceeded, the bank should (i) request Central Bank's authorization; or (ii) give notice of such situation to the referred authority, as the case may be. However, even when commercial banks' interests do not reach such percentages, they are not allowed to operate such companies if (i) such interest allows them to control a majority of votes at a shareholders' or board of directors' meeting, or (ii) the Central Bank does not authorize the acquisition.

        Furthermore, pursuant to Communication "A" 5700, commercial banks are authorized to hold interests in local or foreign companies that have one or two of the exclusive corporate purposes listed in section 2.2 of Communication "A" 5700, in which the commercial bank's interest either exceeds 12.5% of such companies' voting stock or allows the commercial bank to control a majority of votes at a shareholders' or board of directors' meeting. If the corporate purposes of such companies include two of the corporate purposes listed in section 2.2 of Communication "A" 5700, the authorization of the Central Bank is required.

        Under Central Bank regulations, the total amount of the investments of a commercial bank in the capital stock of third parties, including interests in Argentine mutual funds, may not exceed 50% of such bank's regulatory capital (Responsabilidad Patrimonial Computable, or "RPC"). In addition, the total amount of a commercial bank's investments in the following, taken as a whole: (i) unlisted stock, excluding interests in companies that provide services that are supplementary to the finance business and interests in state-owned companies that provide public services, (ii) listed stock and interests in mutual funds that do not give rise to minimum capital requirements on the basis of market risk, and (iii) listed stock that does not have a "largely publicly available market price", is limited to 15% of such bank's RPC. To this effect, a given stock's market price is considered to be "largely publicly available" when daily quotations of significant transactions are available, and the sale of such stock held by the bank would not significantly affect the stock's quotation.

Operations and Activities that Banks Are Not Permitted to Perform

        The FIL prohibits commercial banks from: (a) placing liens on their own assets without prior approval from the Central Bank, (b) accepting their own shares as collateral, (c) conducting

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transactions with their own directors or managers and with companies or persons related thereto under terms that are more favorable than those regularly offered in transactions with other clients, and (d) carrying out commercial, industrial, agricultural or other activities without prior approval of the Central Bank, except those considered financial activities under Central Bank regulations. Notwithstanding the foregoing, banks may own shares in other financial institutions with the prior approval of the Central Bank, and may own shares or debt of public services companies, if necessary to obtain those services.

Liquidity and Solvency Requirements

Legal Reserve

        According FIL rules and Central Bank regulations, financial institutions are required to maintain a Legal Reserve to be funded with no more than 20% and no less than 10% of their yearly income. This reserve can only be used during periods in which a financial institution has incurred losses and has exhausted all other reserves. If a financial institution does not comply with the required legal reserve, it may not pay dividends to its shareholders. For further information, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations".

Non-liquid Assets

        Since February 2004, non-liquid assets (computed on the basis of their closing balance at the end of each month, and net of those assets that are deducted to compute the regulatory capital) plus the financings granted to a financial institution's related parties (computed on the basis of the highest balance during each month for each customer) cannot exceed 100% of the regulatory capital of the financial institution, except for certain particular cases in which it may exceed up to 150%.

        Non-liquid assets consist of miscellaneous assets and receivables, bank property and equipment, assets securing obligations, except for swap, futures and derivative transactions, certain intangible assets and equity investments in unlisted companies or listed shares, if the holding exceeds 2.5% of the issuing company's equity. Non-compliance with the ratio produces an increase in the minimum capital requirements equal to 100% of the excess on the ratio.

Minimum Capital Requirements

        The Central Bank requires financial institutions to maintain minimum capital amounts measured as of each month's closing. The minimum capital is defined as the greater of (i) the basic minimum capital requirement, which is explained below, or (ii) the sum of the credit risk, operational risk and market risk. Financial institutions (together with their branches in Argentina and abroad) must comply with minimum capital requirements both on an individual and a consolidated basis.

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        The following table sets forth information regarding excess capital and selected capital and liquidity ratios of the Bank, consolidated with CCF:

 
  Year ended December 31,  
 
  2015   2014   2013  
 
  (in thousands of Pesos, except percentages)
 

Calculation of excess capital:

                   

Allocated to assets at risk

    2,082,489     1,497,829     1,137,314  

Allocated to Bank premises and equipment, intangible assets and equity

    102,252     81,876     40,906  

Market risk

    30,741     51,073     32,704  

Interest rate risk

             

Public sector and securities in investment account

    16,739     7,516     16,412  

Operational risk

    512,948     467,629     351,912  

Required minimum capital under Central Bank regulations           

    2,745,169     2,105,923     1,579,248  

Basic net worth

    2,597,534     2,033,758     1,531,341  

Complementary net worth

    662,679     532,097     444,050  

Deductions

    (291,653 )   (228,529 )   (203,125 )

Total capital under Central Bank regulations

    2,968,560     2,337,326     1,772,266  

Excess capital

    223,391     231,403     193,018  

Selected capital and liquidity ratios:

                   

Regulatory capital/credit risk weighted assets(1)

    11.8 %   12.8 %   12.9 %

Regulatory capital/risk weighted assets(2)

    8.7 %   8.9 %   9.0 %

Average shareholders' equity as a percentage of average total assets

    9.5 %   9.5 %   9.6 %

Total liabilities as a multiple of total shareholders' equity

    10.9x     10x     9.9x  

Cash as a percentage of total deposits

    28.5 %   21.5 %   20.7 %

Liquid assets as a percentage of total deposits

    32.2 %   26.4 %   24.4 %

Liquid assets as a percentage of total deposits (extended)

    43.1 %   43.2 %   46.4 %

(1)
Credit Risk Weighted Assets is calculated by applying the respective credit risk-weights to our assets, following Central Bank regulations. It does not include market risk or operational risk.

(2)
Risk Weighted Assets is calculated by multiplying the required minimum capital under Central Bank regulations by 12.5. The minimum capital requirement includes credit risk, market risk and operational risk. This calculation has been applicable since 2013.

        The capital composition to be considered in order to determine compliance with minimum capital requirements is the financial institution's RPC (Communication "A" 5580).

        Minimum capital requirements of commercial banks acting as custodians of securities representing investments of the Fondo de Garantía de Sustentabilidad del Sistema Integrado Previsional Argentino and/or as registrar of mortgage securities must comply with an extra 0.25% of the value of securities in custody and/or mortgage securities and must be invested in Argentine public bonds or monetary regulation instruments.

        In addition, pursuant to Communication "A" 5694 of the Central Bank, those entities considered as domestic systemically important (D-SIB), must take into account an extra minimum capital requirement, equivalent to 1% of the total risk-weighted assets (RWA), which they must comply with using exclusively ordinary capital level 1 (Con1), as described below, according to the following

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schedule (currently, RWA arises from multiplying the required minimum capital under Central Bank regulations by 12.5):

 
  January/March   April/June   July/September   October/December  

2016

    0.075     0.15     0.225     0.30  

2017

    0.375     0.45     0.525     0.60  

2018

    0.675     0.75     0.825     0.90  

From January 2019

          1              

        We are not considered a D-SIB.

Basic Minimum Capital

        The basic minimum capital requirement varies depending on the type of financial institution and the jurisdiction in which the financial institution's headquarter is registered, with Ps.26 million for banks under category I and II (Ps.12 million for other financial entities under this category), and Ps.15 million for banks under category III to VI (Ps.8 million for other financial entities under this category).

Category
  Banks   Other Entities(*)

I and II

  Ps.26 million   Ps.12 million

III and IV

  Ps.15 million   Ps.8 million

(*)
Except credit entities.

        Additionally, financial entities located in ports and airports must comply with Category I requirements and those entities engaged in foreign trade transactions must comply with the requirements applicable to banks under such category.

        Notwithstanding the foregoing, the regulatory capital of commercial banks acting as custodians of securities representing investments of the Fondo de Garantía de Sustentabilidad del Sistema Integrado Previsional Argentino must be equal to or exceed the greater of Ps.400 million or an amount equivalent to 1% of the total book value of the securities in custody.

Description of Argentine Tier 1 and Tier 2 Capital Regulations

        Argentine financial institutions must comply with guidelines similar to those adopted by the Basel Committee on Banking Regulations and Supervisory Practices, as amended in 1995 (the "Basel Rules"). In certain respects, however, Argentine banking regulations require higher ratios than those set forth under the Basel Rules.

        The Central Bank takes into consideration a financial institution's RPC in order to determine compliance with capital requirements. Pursuant to Communications "A" 5369 and "A" 5580, as amended and supplemented, RPC consists of Tier 1 capital (Basic Net Worth) and Tier 2 capital (Complementary Net Worth).

        Tier 1 capital consists of (i) ordinary capital level 1 (COn1), (ii) deductible items from ordinary capital level 1 (CDCOn1), (iii) additional capital level 1 (CAn1), and (iv) deductible items from additional capital level 1 (CDCAn1).

        COn1 includes the following net worth items: (i) capital stock (excluding preferred stock), (ii) non-capitalized capital contributions (excluding share premium), (iii) adjustments to shareholders'

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equity, (iv) earnings reserves (excluding the special reserve for debt instruments), (v) unappropriated earnings, (vi) other results either positive or negative, in the following terms:

    with respect to results from prior fiscal years, 100% of net earnings or losses recorded until the last quarterly financial statements with limited review report, corresponding to the last full fiscal year and in respect of which the auditor has not issued the audit report;

    100% of net earnings or losses for the current year as of the date of the most recent audited quarterly financial statements;

    50% of profits or 100% of losses for the most recent audited quarterly or annual financial statements; and

    100% of losses not shown in the financial statements, arising from quantification of any facts and circumstances reported by the auditor;

(vii) share premiums of the instruments included in COn1, and, in the case of consolidated entities, (viii) minority shareholdings (common shares issued by subsidiaries subject to consolidated supervision and belonging to third parties, if certain criteria are met).

        In order for the shares to fall under COn1, at the time of issuance, the financial entity must not generate any expectation that such shares will be reacquired, redeemed or amortized, and the contractual terms must not contain any clause that might generate such an expectation.

        The above-mentioned items will be considered without certain deductions pursuant to subsection 8.4.1 and 8.4.2 (as applicable) of the Central Bank Communication "A" 5580.

        Items deductible from COn1 include, among other things: (a) positive balances resulting from the application of income tax withholdings above 10% of the previous months of basic net worth; (b) deposits maintained in a corresponding account with a foreign financial institutions that are not rated as "investment grade," (c) debt securities not held by the relevant financial institutions, except in the case of securities registered by or in custody of the Central Bank (CRYL), Caja de Valores S.A., Clearstream, Euroclear, Depository Trust Company or Deutsche Bank, New York, (d) securities issued by foreign governments whose credit rating is at least 'investment grade' according to Communication "A" 5671; (e) subordinated debt instruments issued by other financial institutions; (f) certain credits related to the application of tax deferrals; (g) shareholders; (h) real property added to the assets of the financial entity and with respect to which the title deed is not duly recorded at the pertinent Argentine real property registry, except where such assets shall have been acquired in a court-ordered auction sale; (i) goodwill; (j) organization and development costs; (k) items pending allocation, debtor balances and other; (l) certain assets, as required by the Superintendency resulting from differences between carry amount and the fair value of assets or actions taken to distort or disguise the true nature or scope of operations; (m) any deficiency relating to the minimum loan loss provisions required by the Superintendency; (n) equity interests in companies that have the following activities: (i) financial assistance through leasing or factoring agreements, (ii) transitory equity acquisitions in other companies in order to further their development to the extent the ultimate purpose is selling such interest after development is accomplished and (iii) the issuance of credit or debit cards as provided by Communication "A" 5700; (o) excess in the granting of asset-backed guaranties, according to Central Bank's regulations; (p) the highest balance of that month's financial assistance to the public sector, when certain conditions are met; (q) earnings from sales related to securitizations under certain circumstances; (r) gains and losses related to derivative transactions due to changes in the credit risk of the financial institution; (s) losses from derivatives under certain circumstances and (t) equity interests in other Argentine or foreign financial institutions subject to a consolidated supervision.

        CAn1 includes certain debt instruments of financial entities not included under COn1 and meet the regulatory criteria established in section 8.3.2 of Communication "A" 5580 (as amended and

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supplemented), and share premiums resulting from instruments included in CAn1. Furthermore, in the case of consolidated entities, it includes instruments issued by subsidiaries subject to consolidated supervision and belonging to third parties, pursuant to applicable regulatory requirements.

        Moreover, debt instruments included under CAn1 must comply with the following requirements:

    Must be totally subscribed and paid in full.

    Subordinated to depositors, unsecured creditors and to the subordinated debt of the financial entity. The instruments must contemplate that in the case of the entity's bankruptcy and once all debts with all the other creditors are satisfied, its creditors shall have priority in the distributions of funds only and exclusively with respect to the shareholders (irrespective of their class), with the express waiver of any general or special privilege.

    Must not be insured or guaranteed by the issuer or a related entity, and with no agreement improving, either legally or economically, the payment priority in the case of the entity's bankruptcy.

    They shall not contemplate any type of capital payment, except in the case of liquidation of the financial entity. Provisions gradually increasing remuneration or other incentives for anticipated amortization are not allowed.

    After 5 years as from the issuance date, the financial entity can buy back the debt instruments if: (i) it has the previous authorization of the Superintendency, (b) the entity does not create any expectations regarding the exercise of the purchase option, and (c) the debt instrument is replaced by a RPC of equal or greater value sustained by its revenue capacity, or if it is demonstrated that once the purchase option is exercised its RPC significantly exceeds at least by 20% of the minimum capital requirements.

    Any capital repayment requires previous authorization from the Superintendency. In the case of a capital repayment, the financial entity must not create any market expectations regarding the granting of such authorization.

    The financial entity can pay dividends/interest coupons at any time. The included dividends/interest coupons shall not have periodic adjustments because of the financial entity's credit risk.

    Debt instruments should not have been bought by the financial entity or any other entity over which the financial entity has control or significant influence.

    Debt instruments should not have been bought with direct or indirect financing from the financial entity and they shall not contain elements that make re-capitalization difficult.

        Instruments considered liabilities must absorb losses once a pre-established triggering event takes place. The instruments must do so through their conversion into common shares and a mechanism assigning losses to the instrument. Tier 2 capital consists of (i) certain debt instruments of financial entities not included in Tier 1 capital and which meet the regulatory criteria established in section 8.3.3 of Communication "A" 5580 (as amended and supplemented), (ii) share premium from instruments included in Tier 2 capital, and (iii) loan loss provisions on the loan portfolio of debtors classified as being in a "normal situation" pursuant to Central Bank regulations on debtor classification and on financings with class "A" preferred securities not exceeding 1.25% of the assets measured for credit risk. Additionally, in the case of consolidated entities, it includes (iv) debt instruments issued by subsidiaries subject to a consolidated supervision and belonging to third parties, if they meet the criteria in order to be included under complementary net worth.

        The above-mentioned items will be considered minus deductible items pursuant to section 8.4.2 of Communication "A" 5580 (as amended and supplemented) issued by the Central Bank, which is described below.

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        Moreover, debt instruments included under complimentary net worth must comply with the following requirements:

    Must be totally subscribed and paid in full.

    Subordinated to depositors, unsecured creditors and the subordinated debt of the financial entity.

    Must not be insured or guaranteed by the issuer or a related entity, and has no agreement in place to improve payment priority in the case of the entity's bankruptcy either legally or economically.

    Maturity: (i) original maturity date within no less than 5 years, (ii) clauses considering gradually increasing remuneration or other incentives for anticipated amortization are not allowed, and (iii) from the beginning of the last five years of life of the indebtedness, the computable amount will be diminished by 20% of its nominal issuance value. After 5 years as from the issuance date, the financial entity can buy back the debt instruments with the previous authorization of the Superintendency, and if the entity does not create any expectations regarding the exercise of the purchase option. The debt instrument must be replaced by an RPC of equal or greater value sustained by its revenue capacity, or if it is demonstrated that once the purchase option is exercised its RPC significantly exceeds at least in a 20% of the minimum capital requirements.

    The investor shall not be entitled to accelerate the repayment of future projected payments, except in the case of bankruptcy or liquidation.

    They cannot incorporate dividends/coupons with periodic adjustments linked to the financial entity's credit risk.

    They should not have been bought by the financial entity or any other entity over which the financial entity has control or significant influence.

    They should not have been bought with direct or indirect financing from the financial entity.

        Additionally, instruments included in Tier 2 capital and CAn1, shall meet the following conditions in order to assure their loss-absorbency capacity:

            a)    Their terms and conditions must include a provision pursuant to which the instruments must absorb losses—either through a release from debt or its conversion into ordinary capital—once a triggering event has occurred, as described hereunder.

            b)    If the holders receive compensation for the debt release performed, it should be carried out immediately and only in the form of common shares, pursuant to applicable regulations.

            c)     The financial entity must have been granted the authorization required for the immediate issuance of the corresponding common shares in the case of a triggering event, as described below.

        Triggering events of regulatory provisions described above are: (i) when the solvency or liquidity of the financial entity is threatened and the Central Bank rejects the regularization plan submitted or revokes its authorization to function, or authorizes restructuring protecting depositors (whichever occurs first), or (ii) upon the decision to capitalize the financial entity with public funds.

        The Bank has issued three series of subordinated notes, all of which are outstanding as of the date of this prospectus. The series issued in 2013 and 2014 comply with all the requirements described above. However, the series issued in November 2010 is not in compliance with the requirements because it was issued prior to the effectiveness of Communication "A" 5580. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Funding—Bank—Foreign currency denominated Subordinated Notes."

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        Further criteria regarding the eligibility of items included in the RPC calculation must be followed pursuant to the regulatory requirements of minority and other computable instruments issued by subsidiaries, subject to consolidated supervision by third parties. A minority shareholding may be included in COn1 of the financial entity if the original instrument complies with the requirements established for its qualification as common shares regarding the RPC.

        Deductible items applied to the different capital levels:

        Investments in computable instruments under the financial entity's RPC are not subject to consolidated supervision when the entity owns up to 10% of the issuer's ordinary capital according to the following criteria: (i) investments include direct, indirect or synthetic interests; (ii) investments include the acquired net position; (iii) securities issued to be placed within 5 business days. When the holdings in other financial entity's capital (individually representing less than 10% of each issuer's COn1) exceed 10% of the COn1 of the financial entity, net of deductions, the amount over 10% must be deducted from each one of the capital levels according to the following formula:

    Amount to be deducted from COn1: the amount exceeding 10% multiplied by the proportion of holdings of COn1 over total capital interests.

    Amount to be deducted from CAn1: the amount exceeding 10% multiplied by the proportion of holdings of CAn1 over total capital interests.

    Amount to be deducted from complementary net worth: the amount exceeding 10% multiplied by the proportion that represents the holdings of complementary net worth over total capital interests.

        Investments in computable instruments under the financial entity's RPC are not subject to consolidated supervision when the entity owns up to 10% of the issuer's ordinary capital or when the issuer is a subsidiary of a financial entity according to the following criteria: (i) investments include direct, indirect or synthetic interests; (ii) investments include the acquired net position; and (iii) securities issued to be placed within 5 business days.

Limitations

        Communication "A" 5580 (as amended and supplemented) establishes minimum thresholds regarding capital integration: (i) for COn1, the amount resulting from multiplying the capital risk weighted assets ("RWA") by 4.5% ; (ii) for the basic net worth, the amount resulting from multiplying the RWA by 6% and (iii) for the RPC, the amount resulting from multiplying the RWA by 8%. It is important to note that the RWA calculation results from multiplying the required minimum capital under Central Bank regulations by 12.5. The failure to comply with any of these limitations is considered an infringement of the minimum capital integration requirements.

        Pursuant to Communication "A" 5867, which will become effective on March 1, 2016, RWA shall be calculated as follows:

    RWA = RWAc + [(MR+OR) × 12.5]

    Where:

    RWAc: credit risk weighted assets

    RM: minimum capital requirement for market risk

    OR: minimum capital requirement for operational risk

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Economic Capital

        Communication "A" 5398 of the Central Bank requires financial institutions to have an integrated global internal process in place to assess the adequacy of their economic capital based on their risk profile (the "Internal Capital Adequacy Assessment Process" or "ICAAP"), as well as a strategy aimed at maintaining their regulatory capital. If, as a result of this internal process, it is found that the regulatory capital is insufficient, financial institutions must increase regulatory capital based on their own estimates to meet the regulatory requirement.

        The economic capital of financial institutions is the amount of capital required to pay not only unexpected losses arising from exposure to credit, operational and market risks, but also those arising from other risks to which the financial institution may be exposed.

        Financial institutions must demonstrate that their internal capital targets are well-funded and adequate in terms of their general risk profile and operations. The ICAAP should take into consideration all material risks to which the institution is exposed. To this end, institutions must define an integral process for the management of credit, operational, market, interest rate, liquidity, securitization, graduation, reputational and strategic risks and use stress tests to assess potential adverse scenarios that may affect their regulatory capital.

        The ICAAP must include stress tests supplementing and validating any other quantitative or qualitative approach employed by the institution in order to provide the board of directors and senior management with a deeper understanding of the interaction among the various types of risk under stress conditions. In addition, the ICAAP must consider the short- and long-term capital needs of the institution and ensure the prudent accumulation of excess capital during positive periods of the economic cycle.

        The required amount of capital of each institution shall be determined based on its risk profile, taking into consideration other external factors such as the effects of the economic cycle and the economic scenario.

Requirements Applicable to Dividend Distribution

        The Central Bank imposed restrictions on the payment of dividends, limiting the ability of financial institutions to distribute dividends without its prior consent.

        By means of Communication "A" 5273 (as amended and supplemented), the Central Bank amended and restated its regulations regarding dividend distribution by financial institutions. Pursuant to such regulation, the Superintendency will review the ability of a financial institution to distribute dividends upon request for approval by the institutions. The request must be filed within 30 business days prior to the shareholders' meeting that will approve the institution's annual financial statements. The Superintendency may authorize the distribution of dividends when each of the following circumstances are applicable during the month preceding the request:

    (i)
    the financial institution is not subject to a liquidation procedure or the mandatory transfer of assets ordered by the Central Bank in accordance with section 34 or 35 bis of the FIL;

    (ii)
    the financial institution is not receiving financial assistance from the Central Bank;

    (iii)
    the financial institution is in compliance with its reporting obligations to the Central Bank;

    (iv)
    the financial institution is in compliance with minimum capital requirements (both on an individual and consolidated basis and excluding any individual franchise granted by the Superintendency) and with minimum cash reserves (on average), whether in Pesos, foreign currency or securities issued by the public sector; and

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    (v)
    the financial institution is not subject to any significant fines, debarment, suspension, revocation or prohibition imposed in the last five years by the Central Bank, the UIF, the CNV, and/or the National Superintendency of Insurance (Superintendencia de Seguros de la Nación), except when such financial institution has implemented corrective measures that are satisfactory to the Superintendency (such corrective measures would also be brought to the attention of the regulatory body that originally imposed the sanction). The Superintendency also takes into consideration information that it receives from, and/or sanctions imposed by, equivalent foreign agencies or authorities. When weighing the significance of the sanctions, the Superintendency takes into account the type of sanctions, the underlying reason for such sanctions and the amount of sanctions imposed on the financial institution. Additionally, the Superintendency factors in the degree of participation in the events leading up to the sanction, the economic effects of the violation, the degree of damage caused to third parties, the economic benefit that the sanctioned party received from the violation, the sanctioned party's operating volume, its liability and the title or function that such party holds.

        Financial institutions that comply with all of the above-mentioned conditions may distribute dividends up to an amount equal to: (i) the positive balance of the account "unappropriated earnings" ("resultados no asignados") at the end of the fiscal year, (ii) plus voluntary reserves for future dividend payments and (iii) minus voluntary reserves and mandatory statutory reserves and other items, such as (a) balance of account related to payments made under pesification judicial rulings; (b) the net positive balance of the book-value and the market-value of certain public debt securities and Central Bank notes that the financial institution owns that are not marked to market; (c) unrecorded adjustments of asset value informed by the Superintendency or mentioned by external auditors on their report; (d) individual exemptions for asset valuation granted by the Superintendency; (e) balance of judicial deposits in foreign currency and accounting value of such deposits as required by Law No. 25,561 and Decree No. 214/02; and (f) net results of losses due to application of rules for valuation of securities of the non-financial public sector and monetary regulations of the Central Bank.

        Dividends cannot be paid, however, in any of the following circumstances:

    if the average minimum cash reserve is lower than the amount of cash required by the latest reported position or the pro-forma position after making the dividend payment;

    if the minimum regulatory capital after making the dividend payment is lower than the minimum capital required increased by 75%; and/or

    if the financial institution did not comply with the applicable Additional Capital Margins (as defined below).

        In addition, for financial institutions that are branches of foreign financial institutions, the Superintendency will consider the liquidity and solvency of their headquarters and the markets in which they operate.

        Pursuant to Communication "A" 5580, the minimum regulatory capital has to account for the requirement of counterparty risk capital for securitizations for every ongoing transaction at the time of determination.

        Central Bank´s Communication "A" 5689, dated January 8, 2015, set forth that financial entities shall make an accounting entry for and provide information about any administrative and/or disciplinary penalties, and adverse criminal judgments issued by courts, which were applied or filed by the Central Bank, the UIF, the CNV and the National Insurance Superintendence (SSN). Beginning in January 2015, the amount corresponding to the accounting entry shall include all of the penalties and a provision for 100% of each penalty must be made. Such provisions must be maintained until payment is made or a final judgment is issued. According to Central Bank Communication "A" 5707, as amended by Central Bank Communication "A" 5827, if dividends are to be distributed, this amount shall also be

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deducted from the distributable amount. In April 2016, the Central Bank issued Communication "A" 5940, which amended provisions of Communication "A" 5689. Pursuant to such Communication, the financial entities that, to the date thereof, have an amount for these items registered in the account "Provisions—For administrative, disciplinary and criminal penalties", must analyze, according to the enforcing legal reports, if each such penalty meets the conditions for its total or partial accountable registration, according to the provisions in the "Accounts Plan and Manual" (which set forth that penalties must be probable and that their amount can be reasonably estimated).

        In January 2015, Communication "A" 5694 of the Central Bank also established that those entities considered domestic systemically important (D-SIB) must take into account an extra minimum capital requirement equivalent to 1% of the total risk-weighted assets which they must comply with using exclusively ordinary capital level 1 (Con1) according to the schedule described under "—Liquidity and Solvency Requirements—Requirements Applicable to Dividend Distribution" (currently, RWA is calculated by multiplying the required minimum capital under Central Bank regulations by 12.5). According to Central Bank Communication "A" 5707, as amended by Central Bank Communication "A" 5827, if dividends are to be distributed, this requirement becomes effective immediately.

        Pursuant to Central Bank Communication "A" 5827, as of January 1, 2016, financial entities are required to establish a capital margin in addition to their minimum capital requirements, for the purpose of accumulating their own resources, which they will be able to use if they incur losses. The higher the use of such marginal amounts, the higher the percentage of profits that financial entities will be required to withhold in order to restore that margin. The capital preservation margin shall be 2.5% of the entity's RWA, in addition to applicable minimum capital requirements. In the case of financial entities qualified as systematically significant entities, the capital preservation margin shall be 3.5% of their respective RWA (the "Additional Capital Margins").

Credit Risk

        The minimum capital requirement in respect of counterparty risk ("CRC") must be calculated by dividing the sum of each item's daily balance by the amount of days corresponding to the month. The capital requirement for counterpart risk is defined as:

    CRC = k * (0.08* APRc + no DvP + RCD) + INC + IP.

        Variable "k" is determined by the rating (1 is the strongest, 5 is the weakest) assigned to the financial entity by the Superintendency, pursuant to the following scale:

Rating
  K Factor  

1

    1  

2

    1.03  

3

    1.08  

4

    1.13  

5

    1.19  

        "APRc" stands for capital risk weighted assets calculated by adding the value obtained from applying the following formula:

    A * p + PFB * CCF * p

        Variable "A" is computable assets, "PFB" is computable items which are not registered on the balance sheet (off balance sheet), "CCF" is the conversion credit factor and "p" is risk measure.

        Additionally, "no DvP" refers to transactions that do not involve delivery against payment; "DvP" refers to failed delivery against payment transactions;

        "RCD" refers to requirements for counterparty risk in over-the-counter transactions.

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        The "INC" variable refers to incremental minimum capital requirements based on any excess in other technical ratios (such as those relating to fixed assets, credit risk diversification and rating and limitations on transactions with related clients) and resulting credit exposure from the sum of positions not covered by contracts to hedge changes in commodity prices.

        The variable "IP" refers to the incremental minimum capital requirements originated in the extension of the general limit of the negative foreign currency net global position.

        Pursuant to Communication "A" 5867, which will be effective as from March 1, 2016, the minimum capital requirement for credit risk will be calculated as follows:

    CRC = (k × 0.08 × RWAc) + INC + IP

        Variable "k" is determined by the rating (1 is the strongest, 5 is the weakest) assigned to the financial entity by the Superintendency, pursuant to the following scale:

Rating
  K Factor  

1

    1  

2

    1.03  

3

    1.08  

4

    1.13  

5

    1.19  

        For the purposes of the calculation of the capital requirement, the rating will be that of the third month after the month of the most recent rating informed to the entity. For so long as no notice is given, the "k" factor will be equal to 1.03.

    RWAc: These are credit risk weighted assets, calculated by adding the following:

    A × p + PFB × CCF × p + no DvP + (DVP + RCD+ INC(fractioning)) × 12.5

        Variable "A" refers to computable assets/exposures; "PFB" is computable items which are not registered on the balance sheet ("off balance sheet items"), whether or not accounted for under memorandum accounts; "CCF" the conversion credit factor; and "p" refers to the weighting factor, expressed on a per unit basis.

        In addition, "no DvP" refers to transactions that do not involve delivery against payment. The amount is determined by the addition of the amounts arrived at by applying the weighting factor (p) on the relevant transactions.

        "DvP" refers to failed delivery against payment transactions (for purposes of these rules, failed payment against payment (PvP) transactions are also included). The amount is determined by the addition of the amounts arrived at by multiplying the current positive exposure by the applicable capital requirement.

        "RCD" refers to requirements for counterparty risk in over-the-counter ("OTC") transactions.

        "INC(fractioning)" means the incremental minimum capital requirements based on any excess over the following limits:

    equity interest held in companies: 15%

    total equity interests held in companies: 60%

        The established maximum limits will be applied on the financial entity's computable regulatory capital for the last day before the relevant date, as prescribed in the rules on "Credit risk fractioning."

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        "INC" incremental minimum capital requirements based on any excess in the fixed assets and other ratios, the limitations established under "Credit risk fractioning" rules, and the limitations derived from the credit risk degree.

        "IP" refers to the incremental minimum capital requirements derived from the general limit on the global net negative foreign currency position

        Each type of asset is weighted according to the level of risk assumed to be associated with it. In broad terms, the weights assigned to the different types of assets are:

Type of Asset
  Weighting (%)

Cash and cash equivalents

   

Cash held in treasury, in transit (when the financial institution assumes responsibility and risk for transportation), in ATMs, in checking accounts and in special accounts with the Central Bank, gold coins or bars

  0

Cash items in the process of collection, cash in armored cars and in custody at financial institutions. 

  20

Exposure to governments and central banks

   

To the Central Bank denominated and funded in pesos. 

  0

To the public non-financial sector denominated and funded in pesos, including securitized exposures. 

  0

To the public non-financial sector arising from financing granted to social security beneficiaries or public employees (with discount code). 

  0

To the public non-financial sector and the Central Bank. Other. 

  100

To other sovereign states or their central banks and other foreign public non-financial sector institutions. 

  100

To the Bank for International Settlements, the IMF, the European Central Bank and the European Community. 

  0

Exposure to the Multilateral Development Banks (MDB)

   

The International Bank for Reconstruction and Development (IBRD), the International Finance Corporation (IFC), the Inter-American Development Bank (IDB), the European Investment Bank (EIB), the Asian Development Bank (ADB), the African Development Bank (AFDB), the European Investment Fund (EIF), the Nordic Investment Bank (NIB), the Caribbean Development Bank (CBD), the Islamic Development Bank (IDB) and the European Council Development Bank (ECDB)

  0

Other. 

  100

Exposure to local financial institutions

   

Denominated and funded in pesos arising from transactions with an initial contractual term of up to 3 months

  20

Other

  100

Exposure to foreign financial institutions

  100

Exposure to local and foreign companies and other entities—including national foreign exchange entities, insurance companies, brokerage houses and other companies considered non-financial private sector entities pursuant to the provisions of Section 1 of the regulations governing the "Financing of the non-financial public sector"

  100

Exposures included in the retail portfolio

   

Loans to individuals (provided that installments of loans granted by the institution do not exceed, at the time of the agreements, 30% of borrower's income) and to Micro, Small- and Medium-Sized Companies ("MiPyMEs"). 

  75

Other

  100

Exposures guaranteed by reciprocal guaranty companies (sociedades de garantía recíproca) or public security funds registered with the registries authorized by the Central Bank

  50

Primary mortgages and mortgages of any ranking on residential homes, to the extent the entity is the mortgagee

   

If credit facility does not exceed 75% of the appraised value of such real property

   

—Sole, permanently-occupied family home. 

  35

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Type of Asset
  Weighting (%)

—Other

  50

On the amount exceeding 75% of the appraised value of such real property

  100

Primary mortgages and mortgages of any ranking other than on residential homes, to the extent the entity is the mortgagee

   

Up to 50% of the lower of the real property market value or 60% of the mortgage loan. 

  50

On the remaining portion of the loan. 

  100

Delinquent loans over 90 days

   

Weighting varies according to the loan and specific provisions Created

  50 - 150

Interests in companies

  150

Exposures to central counterparty entities (CCP)

  0

Other assets and / or items off the balance sheet

  100

        Minimum capital requirements also depend on the CAMELBIG rating (1 is the strongest, 5 is the weakest) assigned by the Superintendency, which also determines the "k" value. This rating system complies with international standards and provides a broad definition of the performance, risks and perspectives of financial entities. Financial entities have to adjust their capital requirements according to the following "k" factors:

CAMELBIG Rating
  K Factor  

1

    1.00  

2

    1.03  

3

    1.08  

4

    1.13  

5

    1.19  

        Excluded items include: (a) securities granted for the benefit of the Central Bank for direct obligations; (b) deductible assets pursuant to RPC regulations; and (c) financings and securities granted by branches or local subsidiaries of foreign financial entities by order and on account of their headquarters of foreign branches or the foreign controlling entity, to the extent: (i) the foreign entity has an investment grade rating, (ii) the foreign entity is subject to regulations that entail consolidated fiscalization, (iii) in the case of finance operations, they shall be repaid by the local branch or subsidiary exclusively with funds received from the aforementioned foreign intermediaries; and (iv) in the case of guarantees granted locally, they are in turn guaranteed by their foreign branch headquarters or the foreign controlling entity and foreclosure on such guaranty may be carried out immediately and at the sole requirement of the local entity.

Interest Rate Risk

        Until January 1, 2013, financial entities had to comply with minimum capital requirements regarding interest rate risk. These requirements are intended to capture the sensitivity of assets and liabilities to changes in the interest rates. Communication "A" 5369 removed all of these minimum capital requirements. Notwithstanding this change, financial entities must continue to calculate the interest rate risk and remain subject to the Superintendency's supervision.

Market Risk

        Minimum capital requirements for market risks are computed as a function of the market risk of financial entities' portfolios, measured as their VaR. The regulation includes those assets traded on a regular basis in open markets and excludes those assets held in investment accounts, which must meet counterparty and interest rate risk minimum capital requirements.

        There are five categories of assets. Domestic assets are divided into equity and public bonds/Central Bank debt instruments, the latter being classified in two categories based on whether their

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modified duration is less than or more than 2.5 years. Foreign equity and foreign bonds comprise two other categories and are also classified according to their duration, the latter of which is also broken up into two separate categories based on whether their modified duration is less than or more than 2.5 years. The fifth category is made up of foreign exchange positions, which are differentiated based on currency.

        Overall capital requirements in relation to market risk are based on the sum of the five amounts of capital necessary to cover the risks arising from each category of assets.

        Market risk minimum capital requirements must be met daily. Information must be reported to the Central Bank on a monthly basis. Since May 2003, the U.S. dollar has been included as a foreign currency risk component for the calculation of the market risk requirement and all assets and liabilities denominated in U.S. dollars are taken into account.

        Pursuant to Communication "A" 5867, market risk will be defined as the possibility of incurring losses in on- and off-balance sheet recorded positions as a result of adverse changes in market prices. The market risk minimum capital requirement will be the arithmetic sum of the minimum capital requirement for interest rate, stock, exchange rate and options risks. To meet this capital requirement, entities must apply a "Standard Measurement Method" based on an aggregate of components that separately capture the specific and general market risks for securities positions.

        General considerations.    Risks subject to this minimum capital requirement include risks derived from positions in instruments—such as securities and derivatives—recorded as part of the trading portfolio, and risks from foreign currency positions recorded, indistinctly, as part of the investment or trading portfolio. For the purpose of the above accounting recording, the trading portfolio of financial entities comprises positions in financial instruments included among an entity's assets for purposes of trading or of providing hedging to other items contained in the portfolio. Pursuant to Communication "A" 5867, a financial instrument may be accounted for as part of the trading portfolio—for purposes of meeting the minimum capital requirement for market risk—if such instrument may be traded free from any restriction or if the instrument may be hedged in full. Also, the portfolio must be actively managed and its positions must be valued on a daily basis and with the required accuracy. Positions kept for trading purposes are those positions that the entity intends to sell in the short term or from which it intends to derive a profit as a result of changes, either actual or expected, in short-term prices, or by means of arbitrage activities. They include both positions that the entities keep for their own use and those they purchase in the course of services performed for customers or "market making' activities". Financial entities must calculate the minimum capital requirement for the counterparty credit risk involved in over-the-counter transactions involving derivatives and securities financing transactions (SFT)—such as repo transactions (repo agreements), recorded as part of the trading portfolio on a separate and additional basis to the calculation of capital requirements for general market risk and specific market risk of the underlying securities. For this purpose, entities will be required to apply the methods and weighting factors usually applicable when those transactions are recorded as part of the investment portfolio. Entities must have clearly defined policies and procedures in place, designed to determine the exposures that are to be included into or excluded from the trading portfolio in order to calculate their minimum capital requirement for market risk. On the other hand, the investment portfolio will include all securities held by the entity which are not included in the trading portfolio.

        The minimum capital requirement for exchange rate risk will apply to the total position in each foreign currency. The minimum capital requirement for securities will be computed in respect of the instruments accounted for as part of the trading portfolio, which must be valued prudently (marked to market or marked to model). Instruments whose yield is determined in relation to CER must be considered fixed-rate securities. Whether recorded as part of the trading or of the investment portfolio, items to be deducted for purposes of calculating the RPC will be excluded from the calculation of the market risk minimum capital requirement.

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        Minimum capital requirement for interest rate risk:    The minimum capital requirement for interest rate risk must be calculated in respect of any debt securities and other instruments accounted for as part of the trading portfolio, including any non-convertible preferred shares. This capital requirement is calculated by adding two separately calculated requirements: first, the specific risk involved in each instrument, either a short or a long position, and second, the general market risk—related to the effect of interest rate changes on the portfolio—a set off of the long and short positions held in different instruments will be allowed.

        Minimum capital requirement for positions in stock.    The capital requirement for the risk of holding equity positions in the trading portfolio applies to both long and short positions in common shares, convertible debt securities that function like shares and any call or put options for shares, as well as any other instrument with a market behavior similar to that of shares, excluding non-convertible preferred shares, which are subject to the minimum capital requirement for interest rate described in the preceding paragraph. Long and short positions in the same security may be computed on a net basis.

        Minimum capital requirement for exchange rate risk.    The capital requirement for exchange rate risk establishes the minimum capital required to hedge the risk involved in maintaining positions in foreign currency, including gold. To calculate the capital requirement for exchange rate risk, entities must first quantify its exposure in each currency, and then estimate the risks inherent in the combination of long and short positions in different currencies.

        Minimum capital requirement for positions in options.    The calculation of the capital requirement for the risk involved in positions in options may be based on the "simplified method" set forth in Communication "A" 5867 if the entity only purchases options—provided that the market value of all the options in its portfolio does not exceed 5% of the entity's RPC for the previous month—, or if its positions in sold options are hedged by long positions in options pursuant to exactly the same contractual terms. In all other cases, the entity must use the alternative ("delta plus") method, also contemplated in the regulation.

        As from the effective date of Communication "A" 5867 and until August 31, 2016, financial entities will be required to calculate the market risk minimum capital requirement in accordance with the new method set forth in Communication "A" 5867 and also on an off-balance sheet basis, pursuant to the method in effect as of December 31, 2015, and to consider, for purposes of determining the minimum capital requirement, the result of the method involving the highest amount of the market risk capital requirements. After August 31, 2016, only the new method set forth in Communication "A" 5867 will be applicable.

Consequences of a Failure to Meet Minimum Capital Requirements

        In the event of non-compliance with capital requirements by an existing financial institution, Central Bank Communication "A" 3171 provides the following:

    (i)
    non-compliance reported by the institutions:    the institution must meet the required capital no later than the end of the second month after becoming non-compliant or submit a restructuring plan within 30 calendar days following the last day of the month in which such non-compliance occurred. In addition, non-compliance with minimum capital requirements will entail a number of consequences for the financial institution, including prohibition from opening branches in Argentina or in other countries, establishing representative offices abroad, or owning equity in foreign financial institutions, as well as a prohibition from paying cash dividends. Also, the Superintendency may appoint a delegate, who shall have the powers set forth by the FIL.

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    (ii)
    Non-compliance identified by the Superintendency:    the institution must file its defense within 30 calendar days after being served notice by the Superintendency. If no defense is filed, or if the defense is disallowed, the non-compliance will be deemed to be final, and the procedure described in item (i) confirm will apply.

        Furthermore, pursuant to Communication "A" 5282, if a financial institution fails to meet market risk daily minimum capital requirements, except for any failure to meet the requirements on the last day of the month, calculated as a sum of VaR of included assets (for failures occurring before March 1, 2016) or derived from the calculation of capital requirements for interest rate, exchange rate and stock risks (for failures occurring after March 1, 2016), the financial institution must replace its capital or decrease its financial position until such requirement is met, and has up to ten business days from the first day on which the requirement was not met to meet the requirement. If the financial institution fails to meet this requirement after ten business days, it must submit a regularization and reorganization plan within the following five business days and may become subject to an administrative proceeding initiated by the Superintendency.

Operational Risk

        The regulation on Operational Risk ("OR") recognizes the management of OR as a comprehensive practice separated from that of other risks given its importance. OR is defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. The definition includes legal risk but excludes strategic and reputational risk.

        Financial institutions must establish a system for the management of OR that includes policies, processes, procedures and the structure for their adequate management. This framework must also allow the financial entity to evaluate capital sufficiency.

        Seven OR event types are defined, according to internationally accepted criteria:

    internal fraud;

    external fraud;

    employment practices and workplace safety;

    clients, products and business practices;

    damage to physical assets;

    business disruption and system failures, and

    execution, delivery and process management.

        Financial entities are charged with implementing an efficient OR management system following the guidelines provided by the Central Bank. A solid system for risk management must have a clear assignment of responsibilities within the organization of financial entities. Thus, the regulation describes the roles prepared by each level of the organization in managing of OR (such as the roles of the board of directors, senior management and the business units of the financial institution).

        A financial institution's size and sophistication, and the nature and complexity of its products and processes, and the extent of the transaction determines the type of "OR Unit" required. For small institutions, this unit may even consist of a single person. This unit may functionally respond to the senior management (or similar) or a functional level with risk management decision capacity that reports to that senior management.

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        An effective risk management will contribute to prevent future losses derived from operational events. Consequently, financial entities must manage the OR inherent in their products, activities, processes and systems. The OR management process comprises:

    a)
    Identification and assessment: the identification process should consider both internal and external factors that could adversely affect the development of the processes and projections done according to the business strategies defined by the financial institution. Financial entities should use internal data, establishing a process to register frequency, severity, categories and other relevant aspects of the OR loss events. This should be complemented with other tools, such as self-risk assessments, risk mapping and key risk indicators.

    b)
    Monitoring: an effective monitoring process is necessary for quickly detecting and correcting deficiencies in the policies, processes and procedures for managing OR. In addition to monitoring operational loss events, banks should identify forward-looking indicators that enable them to act upon these risks appropriately.

    c)
    Control and mitigation: financial entities must have an appropriate control system for ensuring compliance with a documented set of internal policies, which involve periodic reviews (at least annually) of control strategies and risk mitigation, and adjust these as necessary.

        Pursuant to Communication "A" 5282, the minimum capital requirements regarding OR are equal to 15% of the annual average positive gross income of the last 36 months.

        The OR formula is as follow:

GRAPHIC

        The variables in the OR formula are defined as follows:

    Cro: the capital requirement for operational risk.

    a: 15%.

    n: the number of 12-month consecutive terms with positive IB, based on the 36 months preceding the month of calculation. The maximum value of n is 3.

    IBt: gross income from 12-month consecutive terms, provided that it is a positive figure, corresponding to the 36 months preceding the month of calculation.

        IB is defined as the sum of (a) financial and service income minus financial and service expenses and (b) other income minus other expenses.

        The following items are excluded from items (a) and (b) above:

    (i)
    expenses derived from the creation or elimination of reserves during previous fiscal years and recovered credits during the fiscal year that were written off in previous fiscal years;

    (ii)
    profits or losses from holding equity in other financial institutions or companies, if these were deductible from RPC;

    (iii)
    extraordinary or unusual gains (i.e., those arising from unusual and exceptional events that resulted in gains) including income from insurance recovery; and

    (iv)
    gains from the sale of financial public sector notes, as set forth under the Central Bank regulations ("Valuación de instrumentos de deuda del sector público no financiero y de regulación monetaria del Banco Central de la República Argentina").

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        New financial institutions must comply, in their first month, with an OR minimum capital requirement equivalent to 10% of the aggregate requirements determined for credit and market risks, in the latter case, for the positions on the last day of that month. As from the second and up to the thirty-sixth month, the monthly capital requirement will be equivalent to 10% of the average requirements determined for the months elapsed until, and including, the calculation period based on a consideration of the risks referred to in the preceding paragraph. From the thirty-seventh month onwards, the monthly requirement is calculated based on the OR formula.

Minimum Cash Reserve Requirements

        The minimum cash reserve requirement requires that a financial institution keeps a portion of its deposits or obligations readily available and not allocated to lending transactions. Pursuant to Communication "A" 3498 (as amended and supplemented) as of March 1, 2002, the minimum cash requirement includes deposits and obligations for other financial intermediation transactions (overnight and fixed term transactions).

        Minimum cash requirements are applicable to demand and time deposits and other liabilities arising from financial intermediation denominated in Pesos, foreign currency, or government and corporate securities, and any unused balances of advances in checking accounts under formal agreements not containing any clauses that permit the bank to discretionally and unilaterally revoke the possibility of using such balances.

        Minimum cash reserve obligations exclude (i) amounts owed to the Central Bank, (ii) amounts owed to domestic financial institutions, (iii) amounts owed to foreign banks (including their head offices, entities controlling domestic institutions and their branches) in connection with foreign trade financing facilities, (iv) cash purchases pending settlement and forward purchases, (v) cash sales pending settlement and forward sales (whether or not related to repurchase agreements), (vi) overseas correspondent banking operations, and (vii) demand obligations for money orders and transfers from abroad pending settlement to the extent that they do not exceed a 72 business hour term as from their deposit.

        The liabilities subject to these requirements are computed on the basis of the effective principal amount of the transactions, excluding interest accrued, past due, or to become due on the aforementioned liabilities, provided they were not credited to the account of, or made available to, third parties, and, in the case of fixed term deposit of UVIs (as defined below), the accrued amount resulting from the increment of the value of such unit.

        The basis on which the minimum cash reserve requirement is computed is the monthly average of the daily balances of the liabilities at the end of each day during each calendar month, except for the period ranging from December of a year to February of the next year, period in which it shall be applied on a quarterly average. Such requirement shall be complied with on a separate basis for each currency in which the liabilities are denominated.

        The table below shows the percentage rates that should be applied (from April 2014 for peso denominated amounts, and as from February 1, 2016, for foreign currency denominated amounts) to determine the required minimum cash reserve requirement, which in the case of transactions in Peso, will depend on the category under which the jurisdiction of the main office of the financial entity falls (Communication "A" 5569 and Communication "A" 5893):

 
   
   
  Rate %  
 
   
   
  Category I   Categories II to VI  
Item
   
   
  Pesos   Foreign
Currency
  Pesos   Foreign
Currency
 

1

   

Checking account deposits

    17           15        

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  Rate %  
 
   
   
  Category I   Categories II to VI  
Item
   
   
  Pesos   Foreign
Currency
  Pesos   Foreign
Currency
 

2

   

Savings account, basic account and free universal account

    17     20     15     20  

3

   

Legal custody accounts, special accounts for savings clubs, "Unemployment Fund for Construction Industry Workers" (Fondo de Cese Laboral para los Trabajadores de la lndustria de la Construcción) and "Salary payment," special checking accounts for legal entities and social security savings accounts

    17     20     15     20  

4

   

Other demand deposits and liabilities, pension and social security benefits credited by ANSES pending collection and immobilized reserve funds for liabilities covered by these regulations

    17     20     15     20  

5

   

Unused balances of advances in checking accounts under executed overdraft agreements

    17           15        

6

   

Deposits in checking accounts of non-bank financial institutions, computed for purposes of meeting their required minimum cash reserve

    100           100        

7

   

Time deposits, liabilities under acceptances, repurchase agreements (including responsibilities for sale or transfer of credits to agents different from financial institutions), stock-exchange repos (cautions and stock exchange passive repos), constant-term investments, with an option for early termination or for renewal for a specified term and variable income, and other fixed-term liabilities, except rescheduled deposits included in the following items 11, 12, 13 and 14 of this table:

                         

     

(i) Up to 29 days

    13     20     12     20  

     

(ii) From 30 days to 59 days

    10     15     9     15  

     

(iii) From 60 days to 89 days

    6     10     5     10  

     

(iv) From 90 days to 179 days

    1     5         5  

     

(v) From 180 days to 365 days

        2         2  

     

(vi) More than 365 days

                 

8

   

Liabilities owed due to foreign facilities (not executed by means of time deposits or debt securities)

                     

9

   

Securities (including Notes)

                         

     

(i) Up to 29 days

    14     20     14     20  

     

(ii) From 30 days to 59 days

    11     15     11     15  

     

(iii) From 60 days to 89 days

    7     10     7     10  

     

(iv) From 90 days to 179 days

    2     5     2     5  

     

(v) From 180 days to 365 days

        2         2  

     

(vi) From 365 days

                 

10

   

Liabilities owing to the Trust Fund for Assistance to Financial and Insurance Institutions

                     

11

   

Demand and time deposits made upon a court order with funds arising from cases pending before the court, and the related immobilized balances

    10     10     10     10  

12

   

Deposits as assets of a mutual fund

    19     20     19     20  

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  Rate %  
 
   
   
  Category I   Categories II to VI  
Item
   
   
  Pesos   Foreign
Currency
  Pesos   Foreign
Currency
 

13

   

Special deposits related to inflows of funds. Decree 616/2005

          100           100  

14

   

Time deposits in nominative, non-transferable Peso-denominated certificates, belonging to public sector holders, with the right to demand early withdrawal in less than 30 days from its setting up

    15           14        

15

   

Deposits and term investments of UVIs

                         

     

(i) Up to 29 days

    7         6      

     

(ii) From 30 days to 59 days

    5         4      

     

(iii) From 60 days to 89 days

    3         2      

     

(iv) From 90 days

                 

        In addition to the abovementioned requirements, the reserve for any defect in the application of resources in foreign currency for a certain month shall be applied to an amount equal to the minimum cash requirement of the corresponding currency for each month.

        The minimum cash reserve must be set up in the same currency to which the requirement applies, and may include the following:

    1.
    Accounts maintained by financial institutions with the Central Bank in Pesos.

    2.
    Accounts of minimum cash maintained by financial institutions with the Central Bank in U.S. dollars, or other foreign currency.

    3.
    Special guarantee accounts for the benefit of electronic clearing houses and to cover settlement of credit card and ATM transactions and immediate transfer funds.

    4.
    Checking accounts maintained by non-bank financial institutions with commercial banks for the purpose of meeting the minimum reserve requirement.

    5.
    Special accounts maintained with the Central Bank for transactions involving social security payments by the ANSES.

    6.
    Minimum cash sub-account 60, authorized in the Registration and Settlement Central for Public Debt and Financial Trusts—CRYL ("Central de Registro y Liquidación de Pasivos Públicos y Fideicomisos Financieros—CRYL") for public securities and securities issued by the Central Bank at their market value.

        These eligible items are subject to review by the Central Bank and may be changed in the future.

        The Central Bank makes interest payments on reserve requirements up to the legal cash requirement level established for term transactions. Reserves in excess of that requirement will not be compensated.

        Compliance on public bonds and time deposits must be done with holdings marked to market and of the same type, only in terms of monthly status. Holdings must be deposited in special accounts at the Central Bank.

        Compliance with the minimum cash reserve requirement will be measured on the basis of the monthly average of the daily balances of eligible items maintained during the month to which the minimum cash reserve refers by dividing the aggregate of such balances by the total number of days in the relevant period.

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        The aggregate balances of the eligible items referred to above, maintained as of each daily closing, may not, on any one day during the month, be less than 50% of the total required cash reserve, excluding the requirement for incremental deposits, determined for the next preceding month, recalculated on the basis of the requirements and items in force in the month to which the cash reserves relate. The daily minimum required is 70% when a deficit occurs in the previous month.

        Any deficiencies in meeting the required minimum cash reserve and the daily minimum reserve in Pesos are subject to a penalty equal to twice the private banks' BADLAR rate for deposits in Pesos for the last business day of the month.

        Any deficiencies in meeting the required minimum cash reserve and the daily minimum reserve in foreign currency are subject to a penalty equal to twice the private banks' BADLAR rate for deposits in U.S. dollars or twice the 30-day U.S. dollar LIBOR rate for the last business day of the month (whichever is higher).

        Minimum cash requirements may decrease with (i) the implementation of the Consumer Promotion Program and the Production of Goods and Services named "Ahora 12" created by Resolution 671/2014 of the Ministry of Economy and (ii) the payment of social security benefits. Minimum cash requirements may increase with a defect in the application of credit quotas to clients other than MiPyMEs. Minimum foreign cash requirements may decrease in the event of a relaunching of Lebac's (Central Bank bills) subscriptions.

Internal Liquidity Policies of Financial Institutions

        Pursuant to Communication "A" 5693 financial institutions must adopt management and control policies that ensure the maintenance of reasonable liquidity levels to efficiently manage their deposits and other financial commitments. Such policies should establish procedures for evaluating the liquidity of the institutions in the framework of prevailing market conditions to allow them to revise projections, take steps to eliminate liquidity constraints and obtain sufficient funds, at market terms, to maintain a reasonable level of assets over the long term. Such policies should also address (i) the concentration of assets and liabilities in specific customers, (ii) the overall economic situation, likely trends and the impact on credit availability, and (iii) the ability to obtain funds by selling government debt securities and assets.

        The organizational structure of the entity must place a specific unit or person in charge of managing liquidity and assign levels of responsibility to the individuals who will be responsible for managing the liquidity coverage ratio ("LCR"), which will require daily monitoring. The participation and coordination of the entity's top management authority (e.g., a CEO) will be necessary.

        In addition, financial institutions must designate a director or advisor who will receive reports at least weekly, or more frequently if circumstances so require, such as when changes in liquidity conditions require new courses of action to safeguard the entity. In the case of branches of foreign financial institutions the reports must be delivered to the highest authority in the country.

        Appointed officers and managers will be responsible for managing the liquidity policy that, in addition to monitoring the LCR, includes taking the necessary steps to comply with minimum cash requirements.

        Financial institutions must report the list of such officers and directors, as well as any subsequent changes, to the Superintendency within 10 calendar days from the date of any such change.

Credit Risk Regulation

        The regulations on credit risk establish standards in order to reduce such risk without significantly eroding average profitability. There are three types of ratios that limit a lender's risk exposure, namely:

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risk concentration limits, limits on transactions with customers on the basis of the institution's capital and credit limits on the basis of the customer's net worth.

        Risk concentration:    regulations include the concept of risk concentration, defined as the sum of loans that individually exceed 10% of the financial institution's RPC. Total operations may not exceed, at any time:

    three times the institution's RPC for the previous month, without considering the operations involving local financial institutions;

    five times the institution's RPC for the previous month, on total financings; and/or

    ten times the institution's RPC for the previous month, for second tier commercial banks when taking into account transactions with other financial institutions.

        The three times and five times limits listed above are increased to four times and six times the institution's RPC for the previous month, respectively, whenever increases are allocated to provide assistance to trusts or fiduciary funds from the non-financial public sector.

        Loans (other than inter-bank loans) that exceed 2.5% of the financial institution's RPC must be recommended by senior management and approved by the institution's board of directors or similar authority.

        Diversification of risk:    Financial institutions must ensure that their loan portfolio is diversified among the highest possible number of individuals or companies and across all economic sectors to avoid a concentration of risk arising from a small group of individuals or companies or related to a specific sector that could significantly affect the institution's assets.

        Degree of risk:    In the case of credit limits based on the customers' net worth, as a general rule the financial assistance cannot exceed 100% of the customer's net worth. The basic margin may be increased by an additional 200% provided such additional margin does not exceed 2.5% of the financial institution's RPC as of the last day of the second month prior to the date of the financing and the increase is approved by the board of directors of the relevant financial institution.

Limits on Credit Assistance

        Maximum individual limits on credit assistance for non-related clients are calculated as a percentage of the financial institution's RPC.

        Maximum limits for credit assistance to non-financial public sector are as follows:

Transactions with the non-financial public sector
  Maximum
limit(*)
 

i) Transactions with the national public sector

    50 %

ii) Transactions with each provincial jurisdiction or the City of Buenos Aires

    10 %

iii) Transactions with each municipal jurisdiction

    3 %

(*)
Individual limits will be increased by 15% when the increase is applied to financial assistance granted to trusts or fiduciary funds, subject to certain conditions and related to the financing of public sector or the inclusion of debt instruments issued by them.

        Globally, lending to the public sector cannot exceed 75% of the institution's RPC. As of July 2007, monthly credit assistance to the public sector cannot exceed 35% of a financial institution's assets.

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        Maximum limits for credit assistance to the non-financial private sector of the country and non-financial sector abroad are as follows:

Transactions with the non-financial private sector of the country and non-financial sector abroad
  Maximum limit  

i)

 

For each borrower

       

 

a) Unsecured financings

    15 %

 

b) Total financings (secured or unsecured) and/or collateralized obligations including financings guaranteed by third parties

    25 %

ii)

 

For each Reciprocal Guarantee Company (RGC) (including affiliates) or public guarantee fund

    25 %

iii)

 

For each export credit insurance company

    15 %

        Maximum limits for credit assistance to the financial sector of the country are as follows:

 
   
  Taker  
Transactions with the financial sector of the country
  Lender   Rated 1, 2 or 3   Rated 4 or 5  

i) Financing by a financial institution that is not a second tier commercial bank to a local financial institution. 

  Rated 1, 2 or 3     25 %   25 %

  Rated 4 or 5     25 %   0 %

ii) Financing by a financial institution that is a second tier commercial bank

  Rated 1, 2 or 3     100 %   100 %

  Rated 4 or 5     100 %   0 %

*
This limit can be divided in two segments, with and without collateral, in each case by 25% subject to compliance with certain requirements.

        Maximum limits for credit assistance to the financial sector abroad are as follows:

Transactions with the financial sector abroad
  Maximum limit  

i) Investment grade banks

    25 %

ii) Non-investment grade banks

    5 %

        The allocation of margins for exposure to counterparty credit risk in derivative contracts is done on the basis of risk-sensitive measures and the features of each particular type of transaction (type of contract, frequency of marking to market, volatility of the asset). Transactions to be included are forwards, futures and options on shares and public bonds, and Central Bank debt instruments for which volatility is published, purchase and sale options on such assets, and swaps.

Limits for Affiliated Individuals

        The aggregate amount of relevant transactions with affiliated companies or individuals may not exceed at any time the limits of the financial institution's net worth as of the last day of the month prior to the month of calculation, according to the following general rules:

    in the case of local financial institutions which have transactions that are subject to consolidation by the lender or borrower, when the entity receiving financial assistance (i) has received a grade 1 rating by the Superintendency, the financial institution can provide assistance in an amount up to 100% of its computable net worth; or (ii) has received a grade 2 rating by the Superintendency, general financial assistance can be provided for an amount up to 10% of the financial institution's computable net worth; and additional assistance in an amount up to 90% of said computable net worth as long as loans and other credit facilities mature within 180 days;

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    in the case of local financial institutions not included in (i) above, the financial institution can provide assistance in an amount up to 10% of its computable net worth; and

    in the case of other related local companies that exclusively provide complementary services to the activity performed by the financial institution, as well as related foreign banks rated "investment grade," such companies may receive assistance in an amount of up to 10% of the computable net worth of the financial institution which grants assistance.

        If the financial institution has a rating of 4 or 5, financial assistance to a related person or company cannot be granted, except in certain special situations.

        Finally, the total, non-excluded amount of financial assistance provided to, and the shareholder participation in the related individuals and companies by a financial institution cannot exceed 20.0% of the institution's Argentine regulatory capital, except when the applicable limit is 100.0%.

        Under Central Bank regulations, a person is "related" to a financial institution (and thus part of the same "economic group"):

    if the financial institution directly or indirectly controls, is controlled by, or is under common control with, such person;

    if the financial institution or the person that controls the financial institution and such person has or may have common directors to the extent such directors, voting together, will constitute a simple majority of each board; or

    as an exception, determined by the Board of Directors of the Central Bank (pursuant to a proposal from the Superintendency).

        In turn, control by one person over another is defined under such regulations as:

    holding or controlling, directly or indirectly, 25.0% or more of the voting stock of the other person;

    having held 50% or more of the voting stock of the other person at the time of the last election of directors;

    holding, directly or indirectly, any other kind of participation in the other person (even if it represents a participating interest below the abovementioned percentages) so as to be able to prevail in its shareholders' or board of directors' meetings; or

    when the Board of Directors of the Central Bank, pursuant to a proposal from the Superintendency, determines that a person is exercising a controlling influence, directly or indirectly, in the direction or policies of another person.

        The regulations contain several non-exclusive factors to be used in determining the existence of such controlling influence, including, among others:

    the holding of a sufficient amount of the other person's capital stock as to exercise influence over the approval of such person's financial statements and payment of dividends;

    representation on the other person's board of directors;

    significant transactions between both persons;

    transfers of directors or senior officers between both persons;

    technical and administrative subordination by one person to the other; and

    participation in the creation of policies of the financial institution.

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Interest rate and fee regulations

Maximum lending rates

        Pursuant to Communication "A" 5590, which was in force from June 2014 to December 2015, the Central Bank established limits to lending rates applicable to consumer financing with respect to personal loans and pledge loans granted to retail customers, that are not considered as micro, small and medium size companies (MiPyMEs).

        Pursuant to these limits, two groups of institutions were defined: (i) financial entities with non-financial private sector deposits in Pesos, taking into account the average of the three months prior to April 2014, equal to or higher than 1% of the total non-financial private sector deposits of the financial system (Group I) and (ii) all other financial institutions (Group II).

        In the case of institutions falling under Group I, the Central Bank would publish on a monthly basis the maximum interest rates that these financial institutions were authorized to apply to each financing disbursed and/or restructured. The maximum interest rates were based on the product of multiplying the most recent "reference interest rate" (as published by the Central Bank and based on the simple average of the cut-off rates applicable to Central Bank bills for a term closest to 90 days, two months before the disbursement) by the following multiples: (i) in respect of pledge loans: 1.25; (ii) in respect of overdrafts, credit card loans and mortgages on housing assigned to financial institutions by third parties, as receivables in respect to trusts where trust assets were constituted by them, and as collateral for granting loans: 2.00; and (iii) in respect of personal loans: 1.45.

        In the case of Group II, the multiples used were as follows (i) in respect of pledge loans: 1.40; (ii) in respect of overdrafts, credit card loans and mortgages on housing assigned to financial institutions by third parties, as receivables in respect to trusts where trust assets were constituted by them, and as collateral for granting loans: 2.00; and (iii) in respect of personal loans: 1.80.

        On December 17, 2015, the Central Bank issued Communication "A" 5853, pursuant to which the provisions that established maximum interest rates applicable to the lending transactions described above ceased to have effect in respect of any new transactions conducted as from and including such date. In addition, Communication "A" 5853 established the basic requirement that compensatory interest rates be freely agreed upon among financial institutions and their customers in accordance with established provisions under applicable statutory regulations, such as Central Bank regulations which state the maximum interest rate applicable to credit card facilities.

        With respect to transactions conducted at a regulated rate, any non-compliance identified until December 31, 2015 will be addressed pursuant to the rules in effect as of December 16, 2015. For any non-compliance identified as from January 1, 2016, the rules established by Communication "A" 5849 will be applicable. Communication "A" 5849 establishes the procedure for reimbursing customers any amounts charged by financial institutions in excess of the applicable maximum lending rate.

Minimum term deposit rates

        Pursuant to Communication "A" 5640, which was in effect from October 2014 to December 2015, the Central Bank established minimum interest rates applicable to term deposits made by individuals (in a principal amount equal to or lower than the amount covered by SEDESA at the time) (i.e., deposits not exceeding Ps.350,000). Communication "A" 5659, issued on October 31, 2015, increased the monthly contribution that banks were required to set aside each month to fund the Deposits Guarantee Fund ("Fondo de Garantía de los Depósitos") from 0.015% to 0.060% of the monthly average of the daily deposits balance. On April 7, 2016, the Central Bank issued Communication "A" 5943, pursuant to which the monthly contribution rate reverted back to 0.015% of the monthly average of the daily deposits balance, and as of May 1, 2016, the amount covered was extended to Ps.450,000.

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        The interest rate applicable to such deposits could not be lower than the result of multiplying the most recent "reference borrowing rate" (as published by the Central Bank and based on the simple average of the cut-off rates applicable to Central Bank bills for a term closest to 90 days, two months before the withdrawal of the deposits) by the following multiple, depending on the original term of each deposit: (a) from 30 to 44 days: 0.91, (b) from 45 to 59 days: 0.93 and (c) from 60 to 119 days: 0.97, (d) from 120 to 179 days: 0.98 and (e) over 180 days: 0.99.

        On December 17, 2015, the Central Bank issued Communication "A" 5853, pursuant to which the provisions that established minimum interest rates applicable to the term deposits described above ceased to have effect in respect of any new transactions conducted as from and including such date. The remuneration for fixed-rate deposits will be established at a rate freely agreed upon among the parties.

        With respect to transactions conducted at a regulated rate, any non-compliance identified on or before December 31, 2015 will be addressed pursuant to the rules in effect as of December 16, 2015. For any non-compliance identified as from January 1, 2016, the rules established by Communication "A" 5849 will be applicable. Communication "A" 5849 established the procedure by which financial institutions must pay customers any amounts due as a result of non-compliance with the applicable minimum term deposit rates.

Fees

        On October 6, 2013, the Central Bank issued Communication "A" 5460, granting broad protection to financial services customers. The protection includes, among other things, the regulation of fees and commissions charged by financial institutions for services provided. Fees and charges must represent a real, direct and demonstrable cost and should be supported by a technical and economic justification. It is worth noting that Communication "A" 5514 sets forth an exception to the enforcement of Communication "A" 5460 for certain credit agreements that have pledges as collateral and are issued before September 30, 2018.

        On June 10, 2014, the Central Bank issued Communications "A" 5591 and "A"5592, through which established new rules regarding fees and charges for basic financial products and services. Beginning on the effective date of the rule, financial institutions must have prior authorization from the Central Bank to implement increases to the cost of those services. The rule also specifically defines which financial services are considered basic.

        On December 23, 2014, the Central Bank issued Communication "A" 5685 amending Communication "A" 5460, setting forth that any increase in commissions of new products or services must have the prior authorization of the Central Bank.

        On August 21, 2015, the Central Bank issued Communication "A" 5795 (as amended and supplemented by several regulations, including but not limited to Communication "A" 5828) establishing additional rules aimed at protecting financial services customers by reinforcing regulations that prohibit financial institutions from charging fees and commissions related to insurance products that financial services customers purchase as accessories of financial services, regardless of whether it is a customer request or a condition set by the financial institution to access the financial service. In this regard, beginning on November 13, 2015, financial institutions may not receive remunerations or profits from such insurance products or receive remunerations or profits, directly or indirectly, from insurance companies with respect to such products.

        Furthermore, Communication "A" 5828 creates a distinction between "life insurance on debit balances" and "other insurance", establishing for the former that financial institutions cannot charge users any fee and /or charge associated with such kind of insurance. Financial institutions must purchase life insurance on debit balances with coverage for death or permanent total disability with

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respect to financings granted to human beings. Alternatively, they can self-insure the risks of death and permanent total disability of financial services clients. In both cases, coverage must fully cover the amount due in case of death or total permanent disability of the beneficiary.

        On March 21, 2016, the Central Bank issued Communication "A" 5927 (as supplemented by Communication "A" 5928) that established new rules aimed at protecting financial users. In this regard, beginning on April 1, 2016, financial services customers who make electronic transfers will not be charged fees or commissions. Clients that do not meet such category (such as certain companies) that make transfers of funds of up to Ps.250,000 by electronic means will not be charged fees or commissions. Communication "A" 5927 also established that immediate transfers of funds of up to Ps.100,000 per day and per account can be made via the internet (home banking) every day of the year.

        On March 21, 2016, the Central Bank issued Communication "A" 5928, pursuant to which all savings accounts will be free, including the use of the corresponding debit card. In this regard, all existing and new savings accounts will now be free of charge. Saving accounts will not face minimum amount requirements or any charge related to their creation, maintenance or renewal. In addition, pursuant to such regulation, commissions could be increased up to 20%, but clients must be notified of such increase 60 days in advance. Furthermore, as of September 1, 2016, caps on commissions will be eliminated, but financial institutions will have to notify their customers regarding the commissions that other financial entities will be charging.

Mandatory extension of credit facilities for productive investments

        On July 5, 2012, the Central Bank issued Communication "A" 5319, mandating financial entities to extend credit facilities for productive investments (the "2012 Quota"), according to the terms and conditions described therein. Subsequently, the Central Bank issued Communication "A" 5380 and "A" 5449 (the "2013 Quota"), "A" 5516 and "A" 5600 (the "2014 Quota"), "A" 5681 and "A" 5771 (the"2015 Quota") and "A" 5874 (the "2016 Quota"), establishing new regulations applicable to credit facilities for productive investments (the "Quota"). The 2012 Quota, the 2013 Quota, the 2014 Quota, the 2015 Quota and the 2016 Quota are not cumulative and must be complied with, independently, in each year. Financial Institutions subject to this regime are those operating as financial agents of the national, provincial, City of Buenos Aires and/or municipal governments and/or those whose average total deposits over a related three-month period are equal to or greater than 1% of the total deposits in the financial system.

2012 Quota

        Financial entities included in the 2012 Quota must extend credit facilities for an amount equal to at least 5% of deposits of non-financial private sector deposits in Pesos, calculated according to the average balances as of the end of June 2012.

        The maximum interest rate is 15.01% fixed per annum for at least the first 36 months. After the completion of this period, if the financing continues, institutions may apply a variable rate that may not exceed the total BADLAR rate in Pesos plus 400 basis points.

        The 2012 Quota must target at least 50% of the credit facilities rendered to micro, small- and medium-sized enterprises. The credits granted must be denominated in Pesos and, at the time of disbursement of the funds, must have a weighted average life equal to or greater than 24 months and shall mature beyond 36 months. Financing under the 2012 Quota must be granted by December 31, 2012.

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2013 Quota

        Financial entities included in the 2013 Quota must extend credit facilities for an amount equivalent to 5% of the non-financial private sector deposits in Pesos, calculated according to the balance resulting as of the end of November 2012 for the first tranche, and as of the end of May 2013 for the second tranche.

        The maximum interest rate is 15.25% fixed per annum for at least the first 36 months (for both tranches). After the completion of this period, if the financing continues, institutions may apply a variable rate that may not exceed the total BADLAR rate in Pesos plus 400 basis points.

        The 2013 Quota must target at least 50% of the credit facilities rendered to micro, small- and medium-sized enterprises. The credits granted must be denominated in Pesos and, at the time of disbursement of the funds, must have a weighted average life equal to or greater than 24 months and shall mature beyond 36 months. Financing under the first tranche must be granted by June 30, 2013. Financing under the second tranche must be granted by December 31, 2013.

2014 Quota

        Financial entities included in the 2014 quota must extend credit facilities for an amount equivalent to 5% of the nonfinancial private sector deposits in Pesos, calculated according to the balance resulting as of the end of November 2013, for the first tranche, and for an amount equal to at least 5.5% of deposits of non-financial private sector deposits in Pesos, calculated according to the balance resulting as of the end of May 2014, for the second tranche.

        The maximum interest rate for the first tranche is 17.50% and for the second tranche is 19.50% fixed per annum for at least the first 36 months. After the completion of this period, if the financing continues, institutions may apply a variable rate that may not exceed the total BADLAR rate in Pesos plus 300 basis points.

        The 2014 Quota must target 100% of the credit facilities rendered to micro, small- and medium-sized enterprises. The credits granted must be denominated in Pesos and, at the time of disbursement of the funds, must have a weighted average life equal to or greater than 24 months and shall mature beyond 36 months. Financing under the first tranche must be granted by June 30, 2014. Financing under the second tranche must be granted by December 31, 2014.

        The maximum interest rate for the second semester of 2014 Quota is 19.50% fixed per annum for at least the first 36 months. After the completion of this period, if the financing continues, institutions may apply a variable rate that may not exceed the total BADLAR rate in Pesos plus 300 basis points.

2015 Quota

        Financial entities included in the 2015 Quota must extend credit facilities in the first tranche for an amount equal to at least 6.5% of deposits of non-financial private sector deposits in Pesos, calculated according to the average balances of November 2014, and in the second tranche for an amount equal to at least 7.5% of deposits of non-financial private sector deposits in Pesos, calculated according to the average balances of May 2015.

        The maximum interest rate for the 2015 Quota was established at a fixed 19% per annum for the first tranche and at a fixed 18% per annum for the second tranche, for at least the first 36 months. After the completion of this period, if the financing continues, institutions may apply a variable rate that may not exceed the BADLAR rate in Pesos plus 150 basis points for the first tranche and BADLAR rate in Pesos plus 50 basis points for the second tranche.

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        The 2015 Quota must target 80% of the credit facilities rendered to micro, small- and medium-sized enterprises. The remaining 20% can target enterprises that exceed the maximum established for their area of activity in the rules on "micro-, small- and medium- sized enterprises" and that the total exports do not exceed the 20% of total sales of the last financial year. The credits granted must be denominated in Pesos and, at the time of disbursement of the funds, must have a weighted average life equal to or greater than 24 months and shall mature beyond 36 months. All financing under the 2015 Quota must be granted by December 31, 2015.

        At September 30, 2015, funding must have been convened by at least 30% of the total amount of the first tranche of the 2015 Quota.

2016 Quota

        Central Bank Communication "A" 5874, dated December 31, 2015, established the following guidelines for the 2016 Quota:

        Financial entities acting as financial agents for the national, provincial, Autonomous City of Buenos Aires' and/or municipal governments and/or whose share in the non-financial private sector deposits in pesos in the financial system is equal to or greater than 1%, based on the simple average of daily balances of the non-financial private sector deposit in pesos for the previous calendar six-month period, will be required to extend credit facilities equivalent to at least 14% of the non-financial private sector deposits in pesos, calculated on the basis of the monthly average of daily balances in November 2015.

        In the case of entities falling within the above scope whose share of total non-financial private sector deposits in pesos is lower than 0.25% (calculated as described in the preceding paragraph) the percentage to be applied will be not less than 8%.

        Not less than 75% of the 2016 Quota must be allocated to credit facilities intended for micro-, small-and medium- sized enterprises.

        Communication "A" 5874 established the type of financing which may be considered eligible to be computed as part of the 2016 Quota, which includes the following:

              (i)  Financing of investment projects (meaning financing extended for the purchase of capital goods and/or the construction of facilities necessary for the production of goods and/or services and for the commercialization of goods and/or services; financing of working capital for investment projects for up to an amount equivalent to 20% of the total project amount; the purchase of real estate, provided the financing amount does not exceed 70% of the value attributable to the constructions built on the land; financing for the purchase of motor vehicles and machinery, provided that the purchase transaction be carried out at the selling price applied to cash transactions; among others);

             (ii)  Discount of deferred payment checks, certificates of public works (or any documentation that may replace them) and invoices and promissory notes for customers that are micro-, small- and medium-sized enterprises for up to an amount equivalent to 30% of the 2016 Quota (Communication "A" 5929);

            (iii)  Inclusion, by means of an assignment or discount, of financing facilities provided to users of financial services, or of receivables in respect of trusts whose trust assets consist—primarily—of such financing provided by financial entities not included within the scope of the above mentioned rules, with a total nominal annual financial cost not exceeding 27%, which may amount to up to 5% of the 2016 Quota;

            (iv)  Microcredit extended to micro entrepreneurs that meet certain requirements (including that, either individually or as a family group, they do not have revenues exceeding two adjustable

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    minimum living wages and are not registered as value added tax, income tax and personal assets tax payers with AFIP). On a supplemental basis, micro entrepreneurs may be granted loans for the purchase of consumption goods or services;

             (v)  Loans extended to natural persons at an interest rate of up to a nominal annual 22% for the first year and as from the second year, if the above rate is not maintained, at a variable interest rate equivalent to the peso BADLAR rate charged by private banks, plus 150 basis points. The proceeds of these loans must be used directly for the purchase of a sole family dwelling for the respective family group, and must be implemented by means of a collateral assignment of rights in the trusts created for the construction of those properties , subject to certain conditions. This type of financing may collectively amount to up to 10% of the 2016 Quota;

            (vi)  Mortgage loans extended to individuals for the purchase, construction or enlargement of dwellings, at an interest rate of up to a nominal annual 22% for the first year and as from the second year, if the above rate is not maintained, at a variable interest rate equivalent to the peso BADLAR rate charged by private banks, plus 150 basis points. These loans may collectively amount to up to 10% of the 2016 Quota;

           (vii)  Assistance provided to natural persons and/or legal entities in areas where an emergency situation prevails as a result of natural disasters. This assistance may amount to up to 15% of the 2016 Quota; and

          (viii)  Financing extended by financial entities that do not fall within the scope of these rules and/or to companies that provide financial assistance through capital lease transactions, provided the proceeds of such transactions are applied to funds, as of the effective date of the legal regulation, to provide financing to MIPyMEs for the purchase of motor vehicles and/or machinery at prices not exceeding cash transaction prices (i.e., list price, net of any general discounts) and pursuant to the conditions of the 2016 Quota. The proceeds must be used within a term of 10 business days between the date when financial assistance is received from the financial entity and the date the funds are used for lending to MiPyMEs (Communication "A" 5929).

        The maximum interest rate to be applied, except for the financing facilities described in items (iii), (v) and (vi) above, will be a nominal annual fixed rate of 22%. The rate will be free for transactions with customers who do not meet the conditions of a micro-, small- or medium-sized enterprise.

        Financing facilities must be denominated in pesos and have—at the time of disbursement—an average maturity period equal to or longer than 24 months, based on weighted principal maturities, and the total maturity period must not be less than 36 months. Financing facilities described in item (i) above and to be used for working capital purposes must have an effective weighted average maturity period equal to or longer than 24 months. The discount transactions contemplated in items (ii) and (iii) will not be subject to a minimum maturity period requirement. The mortgage loans referred to in item (vi) must have a minimum maturity period of 10 years.

        The entities may make up this portfolio with loans extended on a joint basis with other entities, in the relevant proportion.

        In case early pre-payment is accepted, only debtors will be entitled to such pre-payment right.

Loans and Housing Units

        On April 8, 2016, the Central Bank issued Communication "A" 5945, pursuant to which banks are enabled to take deposits and issue new loans that can be CER adjustable and denominated in Housing Units ("UVIs"), a new unit created by such communication. The Central Bank will periodically publish the daily value of each UVI in Pesos for deposits and loans.

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Foreign Exchange System

        During the first quarter of 2002, the Argentine government established certain foreign exchange controls and restrictions.

        On February 8, 2002, Decree No. 260 was issued, establishing as of February 11, 2002 a Local Foreign Exchange Market ("Mercado Único y Libre de Cambios") system through which all foreign exchange transactions must be traded at exchange rates to be freely agreed upon.

        On such date, the Central Bank issued Communications "A" 3471 and "A" 3473, which stated that the sale and purchase of foreign currency can only be performed with entities authorized by the Central Bank to operate in the foreign exchange. Item 4 of Central Bank Communication "A" 3471 stated that the sale of foreign currency in the local exchange market shall in all cases be against Peso bills.

        Since January 2, 2003, there have been further modifications to the restrictions imposed by the Central Bank. For further information, see "Exchange Controls."

Foreign Currency Lending Capacity

        The Regulations on the allocation of deposits in foreign currencies, Communication "A" 4851 as amended, establish that the lending capacity from foreign currency deposits, including U.S. dollar-denominated deposits to be settled in Pesos, must fall under one of the following categories: (a) pre-financing and financing of exports to be made directly or through principals, trustees or other brokers, acting on behalf of the owner of the merchandise; (b) financing for manufacturers, processors or collectors of goods, provided they refer to non-revocable sales agreements with exporters for foreign currency-denominated prices (irrespective of the currency in which such transaction is settled), and they refer to exchangeable foreign-currency denominated goods listed in local or foreign markets, broadly advertised and easily available to the general public; (c) financing for manufacturers of goods to be exported, as final products or as part of other goods, by third-party purchasers, provided that such transactions are secured or collateralized in foreign currency by third-party purchasers; (d) financing of investment projects, working capital or purchase of any kind of goods—including temporary imports of commodities—that increase or are related to the production of goods to be exported, including syndicated loans, whether granted by local or foreign financial institutions; (e) financing for commercial clients or commercial loans considered as consumer loans, with the purpose of importing capital goods, whenever they help to increase goods production for the domestic market; (f) debt securities or financial trust participation certificates whose underlying assets are loans made by the financial entities in the manners set forth in (a) to (d) above (excluding syndicated loans); (g) foreign currency debt securities or financial trust participation certificates, publicly listed under an authorization by the CNV, whose underlying assets are securities bought by the fiduciary and guaranteed by reciprocal guarantee companies or public guarantee funds, in order to finance export transactions; (h) financings for purposes other than those mentioned in (a) to (d) above, included under the IDB credit program ("Préstamos BID N° 119/OC-AR"), not exceeding 10% of the lending capacity; (i) inter-financing loans (any inter-financing loans granted with such resources must be identified); and (j) Central Bank bills denominated in dollars.

        Communication "A" 5534 provides a specific formula in order to calculate the financial institution's capacity to lend money in foreign currency for imports (relating to items (d) and (e), and, as applicable items (f) to (h) of the foregoing paragraph).

        The lending capacity shall be determined for each foreign currency raised, such determination being made on the basis of the monthly average of daily balances recorded during each calendar month. Any defect in the application shall give rise to an increase in the minimum cash requirement in the relevant foreign currency.

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General Exchange Position

        The general exchange position includes all the liquid external assets of the institution, such as gold, currency and foreign currency notes reserves, sight deposits in foreign banks, investments in securities issued by OECD members' governments with a sovereign debt rating not below "AA", certificates of time deposits in foreign institutions (rated not less than "AA"), and correspondents' debit and credit balances. It also includes purchases and sales of these assets already arranged and pending settlement involving foreign exchange purchases and sales performed with customers within a term not exceeding two business days and correspondent balances for third-party transfers pending settlement. It does not include, however, foreign currency notes held in custody, term sales and purchases of foreign currency or securities nor direct investments abroad.

        The GEP ceiling is calculated every month and updated the first business day of the month. Pursuant to the relevant reporting system regulations this ceiling is set at 15.0% of the amount equivalent in U.S. dollars to the RPC at the end of the month immediately preceding the last month when filing with the Central Bank has already expired. It will be increased by an amount equivalent in U.S. dollars to 5.0% of the total amount traded by the institution on account of the purchases and sales of foreign currency in the calendar month prior to the immediately preceding month, and by 2.0% of the total demand and time deposits locally held and payable in foreign bills, excluding deposits held in custody, recorded by the institution at the end of the calendar month prior to the immediately preceding month. If the resulting ceiling is lower than US$8.0 million, the minimum amount of the ceiling shall be set at US$ 8.0 million.

        Institutions authorized to trade in foreign currency failing to comply with the GEP ceilings or the exchange reporting regulations should refrain from trading in foreign currency until they are in compliance with the above.

        Although certain exceptions are admitted, institutions authorized to trade in foreign currency require the Central Bank's prior consent to perform their own purchases when payment is made against delivery of foreign currency or other foreign assets comprising the GEP.

Foreign Currency Net Global Position

        All assets and liabilities from financial intermediation in foreign currency and securities in foreign currency (deriving from cash and term transactions) are included in the net global position (for ongoing and completed operations).

        In addition, forward transactions under master agreements entered within domestic self-regulated markets paid by settlement of the net amount without delivery of the underlying asset are also included. Deductible assets for determining RPC, securities issued by the Argentine government for up to the amount of primary placements carried out since November 1, 2014, any included items recorded by the financial entity in its foreign branches and the Argentine U.S. Dollar Sovereign Bonds (BAADE) purchased under primary placements are excluded from the ratio.

        Two ratios are considered in the Foreign Currency Net Global Position:

            Negative Foreign Currency Net Global Position (liabilities exceeding assets): as from January 1, 2007 (Communications "A" 4577 and 4598) the limit is 15%. This limit may be increased by up to 15 percentage points provided the records of the relevant financial institution show both: (i) Peso-denominated medium- and long-term financing operations, excluding potential liabilities, in accordance with "Debtor Classification" rules, extended to customers in the private non-financial sector for an amount equivalent to the increase of such general limit measured as a monthly average of daily balances. For this purpose, any financing balances with an average term recorded as of the last day of the month corresponding to the foreign currency net global position will be deemed included, provided such term exceeds four years, based on weighted principal

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    maturity dates and not taking into account CER estimates, if any, without regard to the intended use of the proceeds and form of implementation of the transaction; and (ii) an increased minimum capital requirement for credit risk equivalent to the amount of the increase of the general limit of the negative foreign currency net global position of the relevant month.

            Positive Foreign Currency Net Global Position (assets exceeding liabilities): Communication "A" 5834 of the Central Bank established that this daily position (the daily balance converted to Pesos at the reference exchange rate) could not exceed 15% of the lesser of the RPC for the applicable preceding month or the entity's own liquid assets (own liquid assets meaning the RPC surplus over fixed assets and other concepts to be computed in accordance with Central Bank regulation related to the "Fixed assets and other concepts ratio").

        Communication "A" 5834 provided that, effective as of December 9, 2015, the Positive Foreign Currency Net Global Position must be 10% of the lesser of the RPC, computed for the applicable preceding month, or the entity's own liquid assets.

        Effective as from February 1, 2016, the Positive Foreign Currency Net Global Position (as a monthly average of daily balances converted to Argentine pesos at the reference exchange rate) must not exceed 15% of the lesser of the RPC, computed for the applicable preceding month, or the entity's own liquid assets. As from April 1, 2016, such position is 10% of the lesser of the RPC, computed for the applicable preceding month, or the entity's own liquid assets.

        This limit should be extended by the amount of the increase in the daily balances between January 2014 and the previous day of the net global position, of the credit lines from abroad settled through the MULC converted to Pesos at the reference exchange rate.

        Positive Foreign Currency Net Global Position limit for term transactions: Central Bank Communication "A" 5935 established that the daily positive foreign currency net global position for term transactions (the daily balance converted to Argentine pesos at the reference exchange rate) must not exceed 5% of the lesser of the RPC computed for the applicable preceding month or the entity's own liquid assets.

        To determine the positive foreign currency net global position for term transactions relevant items included in other credits from financial intermediation, other liabilities from financial intermediation and off-balance sheet derivatives denominated in foreign currency, excluding any such items related to repurchase agreements, should be considered. Pursuant to Communication "A" 5894, in effect as of February 1, 2016, hedging transactions originated in foreign currency financing are excluded from the calculation. Financial entities must not deduct sales transactions entered into with "related parties."

        The excesses of these ratios are subject to a charge equal to 1.5 times the nominal interest rate of the Peso denominated Lebac (Central Bank bill). Charges not paid when due are subject to a charge equal to one and a half times the charge established for excesses.

        In addition to the above-mentioned charge, sanctions set forth in Section 41 of the FIL shall apply (including: caution; warning; fine; temporary or permanent disqualification to dispose of a banking current account; temporary or permanent disqualification to act as promoters, founders, directors, administrators, members of surveillance committees, comptrollers, liquidators, managers, auditors, partner or shareholders; and license revocation).

Rosario Futures Index ("ROFEX") U.S. dollar futures state of emergency

        On December 14, 2015, Argentina Clearing S.A. and Mercado a Término de Rosario S.A. resolved, through Communication 657 (subject to the CNV's express approval, which was subsequently granted): (i) to declare a state of emergency with respect to any open positions as of such date involving U.S. dollar futures contracts maturing prior to June 2016 and entered into after September 29, 2015;

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and (ii) to provide, in respect of any open purchased positions as of such date involving U.S. dollar futures maturing prior to and including June 2016, the following remedies: (a) the original transaction price was adjusted by adding Ps.1.25 per U.S. dollar for those transactions opened from and including September 30, 2015 to and including October 27, 2015; (b) the original transaction price was adjusted by adding Ps.1.75 per U.S. dollar for those transactions opened as of October 28, 2015.

        The adjustments referred to in the preceding paragraph were applied by registering a sale transaction at the original transaction price and a simultaneous purchase at the original price plus the amount indicated in items (a) and (b) above, which caused a novation of the transactions involved into new transactions at the new established price.

        For the purposes of complying with registration requirements involving the relevant ROFEX and Argentina Clearing S.A. transactions, the Central Bank was registered as counterparty to such transactions.

Assignment of foreign exchange positions by financial and foreign exchange entities

        On December 17, 2015, Communication "A" 5852 provided that financial entities authorized to deal in exchange transactions and foreign exchange entities were required to sell to the Central Bank their respective positive foreign currency positions at closing on December 16, 2015, valued at the reference exchange rate of such date, and then repurchase them in full. The repurchase transaction could be effected on December 17, 18 or 21, 2015, at the reference exchange rate prevailing on the day of the repurchase.

        In particular, an open purchase position in U.S. dollar futures traded on ROFEX and having had its original price adjusted as provided under Item II) of Communication 657 of Argentina Clearing and Mercado a Término de Rosario S.A. was required to be sold to the Central Bank at the adjusted original price resulting from the enforcement of such Communication, and then repurchased in full at the reference exchange rate prevailing on the day of the repurchase.

        For the purpose of exercising the repurchase date option contemplated in the first paragraph, an entity was required to submit a letter signed by its president or chief local officer to the General Operations Sub-department before 10:00 a.m. of the selected day, expressly stating the decision it had adopted.

        If an entity failed to exercise the option contemplated in the first paragraph or to comply with any of the formal requirements set forth above, the repurchase was to be completed on December 22, 2015 at the reference exchange rate prevailing on such date.

        The notion of "foreign currency position" referred to above was determined as follows: (i) for foreign exchange bureaus, agencies and offices: their general exchange position; and (ii) for financial entities authorized to deal in foreign exchange transactions: their net global foreign currency position, less any net assets corresponding to their liabilities in foreign-currency denominated government securities, based on the currency in which the respective financial services were paid (either a foreign currency or U.S. dollar-linked Argentine pesos).

        If the determined foreign currency position was negative, no sale to the Central Bank and repurchase was required.

        On December 18, 2015, the Bank carried out the above-mentioned repurchase at the reference exchange rate established for such date. In addition, on December 22, 2015 CCF carried out the above-mentioned repurchase at the reference exchange rate established for such date.

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Fixed Assets and Other Items

        The Central Bank determines that the fixed assets and other items maintained by the financial entities must not exceed 100% of the entity's RPC.

        Such fixed assets and other items include the following:

    Shares of local companies

    Miscellaneous receivables

    Property and equipment

    Other assets

        The calculation of such assets will be effected according to the month-end balances, net of depreciations, accumulated amortizations and allowances for loan losses.

        Non-compliance with the ratio produces an increase in the minimum capital requirements equal to 100% of the excess on the ratio.

Credit Ratings

        Communication "A" 5671 issued on November 28, 2014 supersedes the provisions issued by the Central Bank containing ratings requirements assigned by a local risk rating company. Where provisions require certain international ratings, the criteria set forth by Communication "A" 5671 govern.

        The provisions of Communication "A" 5671 are basic guidelines to properly assess the credit risk that financial institutions must observe when implementing Central Bank regulations including the requirement of a particular rating and do not replace the credit assessment that each financial institution must make to their counterparts. International credit ratings that refer to these provisions shall be issued by rating agencies that have a code of conduct based on the "Principles of the Code of Conduct for Agents Rate Risk" issued by the International Organization of Securities Commissions ("IOSCO").

        Annex II of Communication "A" 5671 provides a table regarding the new qualification requirements for financial institutions. This table classifies the credit ratings requirements for different transactions.

Debt Classification and Loan Loss Provisions

Credit Portfolio

        The regulations on debt classification are designed to establish clear guidelines for identifying and classifying the quality of assets, as well as evaluating the actual or potential risk of a lender sustaining losses on principal or interest, in order to determine (taking into account any loan security) whether the provisions against such contingencies are adequate. Banks must classify their loan portfolios into two different categories: (i) consumer or housing loans and (ii) commercial loans. Consumer or housing loans include housing loans, consumer loans, credit-card financings, loans of up to Ps.1,250,000 to micro-credit institutions and commercial loans of up to Ps.2,500,000 with or without guarantees. All other loans are considered commercial loans. Consumer or housing loans in excess of Ps.2,500,000, are classified as commercial loans. If a customer has both kinds of loans (commercial and consumer or housing loans), the consumer or housing loans will be added to the commercial portfolio to determine under which portfolio they should be classified based on the amount indicated. In these cases, the loans secured by preferred guarantees shall be considered to be at 50% of its face value.

        Under the current debt classification system, each customer, as well as the customer's outstanding debts, are included within one of six sub-categories. The debt classification criteria applied to the consumer loan portfolio are primarily based on objective factors related to customers' performance of their obligations or their legal standing, while the key criterion for classifying the commercial loan portfolio is each borrower's paying ability based on their future cash flow.

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Commercial Loans Classification

        The principal criterion by which to evaluate a loan pertaining to the commercial portfolio is its borrower's ability to repay it, whose ability is mainly measured by such borrower's future cash flow. Pursuant to Central Bank regulations, commercial loans are classified as follows:

Classification
  Criteria

Normal Situation

  Borrowers for whom there is no doubt as to their ability to comply with their payment obligations.

Subject to special Monitoring/Under observation

  Borrowers that, among other criteria, are up to 90 days past due and, although considered to be able to meet all their financial obligations, are sensitive to changes that could compromise their ability to honor debts absent timely corrective measures.

Subject to special Monitoring/Under negotiation or refinancing agreement

  Borrowers who are unable to comply with their obligations as agreed with the bank and, therefore, formally state, within 60 calendar days after the maturity date, their intention to refinance such debts. The borrower must enter into a refinancing agreement with the bank within 90 calendar days (if up to two lenders are involved) or 180 calendar days (if more than two lenders are involved) after the payment default date. If no agreement has been reached within the established deadline, the borrower must be reclassified to the next category according to the indicators established for each level.

Troubled

  Borrowers with difficulties honoring their financial obligations under the loan on a regular basis, which, if uncorrected, may result in losses to the bank.

With high risk of insolvency

  Borrowers who are highly unlikely to honor their financial obligations under the loan.

Irrecoverable

  Loans classified as irrecoverable at the time they are reviewed (although the possibility might exist that such loans might be collected in the future). The borrower will not meet its financial obligations with the financial institution.

Irrecoverable according to Central Bank's Rules

  (a) A borrower that has defaulted on its payment obligations under a loan for more than 180 calendar days according to the corresponding report provided by the Central Bank, which includes: (1)  financial institutions liquidated by the Central Bank, (2) residual entities created as a result of the privatization of public financial institutions, or in the privatization or dissolution process, (3) financial institutions whose licenses have been revoked by the Central Bank and find themselves subject to judicial liquidation or bankruptcy proceedings and (4) trusts in which Seguro de Depósitos S.A. (SEDESA) is a beneficiary; or (b) certain kinds of foreign borrowers (including banks or other financial institutions that are not subject to the supervision of the Central Bank or similar authority of the country in which they are incorporated) that are not classified as "investment grade" by any of the rating agencies approved by the Central Bank.

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Consumer and Housing Loans Classification

        The principal criterion used in the assessment of loans in the consumer and housing portfolio is the length of the duration of the default of such loans. Under the Central Bank regulations, consumer and housing borrowers are classified as follows:

Classification
  Criteria

Performing

  If all payments on loans are current or less than 31 calendar days overdue and, in the case of checking account overdrafts, less than 61 calendar days overdue.

Low Risk

  Loans upon which payment obligations are overdue for a period of more than 31 and up to 90 calendar days.

Medium Risk

  Loans upon which payment obligations are overdue for a period of more than 90 and up to 180 calendar days.

High Risk

  Loans in respect of which a legal action seeking collection has been filed or loans having payment obligations overdue for more than 180 calendar days, but less than 365 calendar days.

Irrecoverable

  Borrowers who are highly unlikely to honor their financial obligations under the loan.

Non-recoverable loans

  Loans in which payment obligations are more than one year overdue or the debtor is insolvent or in bankruptcy or liquidation.

Irrecoverable loans Central Bank's rules

  Same criteria as for commercial loans in the Irrecoverable according to Argentine Banking GAAP.

Minimum Credit Provisions

        The following minimum credit provisions are required to be made by Argentine banks in relation to the credit portfolio category:

Category
  With Preferred
Guarantees
  Without Preferred
Guarantees
 

"Normal"

    1 %   1 %

"Under observation" and "Low risk"

    3 %   5 %

"Under negotiation or refinancing agreement"

    6 %   12 %

"With problems" and "Medium Risk"

    12 %   25 %

"With high risk of insolvency" and "High Risk"

    25 %   50 %

"Irrecoverable"

    50 %   100 %

"Irrecoverable by technical decision"

    100 %   100 %

        The Superintendency may require additional provisioning if it determines that the current level is inadequate.

        Financial institutions are entitled to record allowances for loan losses in amounts larger than those required by the Argentine Banking GAAP. In such cases and despite the existence of certain exceptions, recording a larger allowance for a commercial loan, to the extent the recorded allowance amount falls into the next credit portfolio category set forth by Argentine Banking GAAP, shall automatically result in the corresponding debtor being recategorized accordingly.

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Minimum Frequency for Classification Review

        Financial institutions are required to develop procedures for the analysis of credit facilities assuring an appropriate evaluation of a debtor's financial situation and a periodic revision of such situation taking into consideration objective and subjective conditions of all the risks taken. The procedures established have to be detailed in a manual called "Manual of Procedures for Classification and Allowances" which must be made available for the Superintendency to review at any time. The classification analysis shall be duly documented. The classification review must include (i) clients whose outstanding credit (in Pesos and in foreign currency) exceeds the lesser of 1% of the financial institution's RPC corresponding to the prior month and Ps.4.0 million and (ii) at least 20% of the financial institution's total active credit portfolio, which, if applicable, shall be completed by incorporating clients whose total indebtedness is less than the limits described in (i) in this sentence.

        In the case of commercial loans, the applicable regulations also require a minimum frequency of review. Such review must take place: (i) quarterly for clients with indebtedness equal to or greater than 5% of the financial entity's RPC for the prior month and (ii) semi-annually for clients whose indebtedness is (x) greater than the lesser of 1% of the financial entity's RPC for the prior month and Ps.4.0 million, and (y) lesser than 5% of the financial entity's RPC for the prior month. At the end of the second quarter, the full review under points (i) and (ii) should cover no less than 50% of the financial institution's commercial loan portfolio and, if less, it shall be completed by incorporating customers (in descending order) whose total indebtedness is less than the limits described in (ii)(x) of the preceding sentence.

        In addition, financial institutions have to review the rating assigned to a debtor in certain instances, such as when another financial institution reduces the debtor classification in the "Credit Information Database" and grants 10% or more of the debtor's total financing in the financial system. Only one-level discrepancy is allowed in relation to the information submitted by financial institutions to the "Credit Information Database" and the lower classification awarded by at least two other banks and total lending from such banks account for 40% or more of the total informed; if there is a greater discrepancy, the financial institution will be required to reclassify the debtor.

Allowances for Loan Losses

        The allowance for loan losses is maintained in accordance with applicable regulatory requirements of the Central Bank. Increases in the allowance are based on the level of growth of the loan portfolio, as well as on the deterioration of the quality of existing loans, while decreases in the allowance are based on regulations requiring the write-off of non-performing loans classified as irrecoverable after a certain period of time and on decisions of the management to write off non-performing loans evidencing a very low probability of recovery.

Priority Rights of Depositors

        Under Section 49 of the FIL, in the event of judicial liquidation or bankruptcy of a bank all depositors, irrespective of the type, amount or currency of their deposits, will be senior to the other remaining creditors (such as shareholders of the bank), with exceptions made for certain labor liens (section 53 paragraphs "a" and "b") and for those creditors backed by a pledge or mortgage, in the following order of priority: (a) deposits of up to Ps.350,000 (up to Ps.450,000 as from May 1, 2016 pursuant to Communication "A" 5943) per person (including all amounts such person deposited in one financial entity), or its equivalent in foreign currency, (b) all deposits of an amount higher than Ps.350,000 (higher than Ps.450,000 as from May 1, 2016 pursuant to Communication "A" 5943), or its equivalent in foreign currency, and (c) the liabilities originated in commercial lines granted to the financial institution and which directly affect international commerce. Furthermore, pursuant to section 53 of the FIL, as amended, Central Bank claims have absolute priority over other claims, except

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for pledged or mortgaged claims, certain labor claims, the depositors' claims pursuant to section 49, paragraph e), points i) and ii), debt granted under section 17, paragraphs (b), (c) and (f) of the Central Bank's Charter (including discounts granted by financial entities due to a temporary lack of liquidity, advances to financial entities with security interest, assignment of rights, pledges or special assignment of certain assets) and debt granted by the Banking Liquidity Fund backed by a pledge or mortgage.

        The amendment to section 35 bis of the FIL Law by Law No. 25,780 sets forth that if a bank is in a situation where the Central Bank may revoke its authorization to operate and become subject to dissolution or liquidation by judicial resolution, the Central Bank's Board of Directors may take certain actions. Among this actions, in the case of excluding the transfer of assets and liabilities to financial trusts or other financial entities, the Central Bank may totally or partially exclude the liabilities mentioned in section 49, paragraph e), as well as debt defined in section 53, giving effect to the order of priority among creditors. Regarding the partial exclusion, the order of priority of point e) section 49 must be followed without giving a different treatment to liabilities of the same grade.

Mandatory Deposit Insurance System

        Law No. 24,485 passed on April 12, 1995, as amended, created a Deposit Insurance System, or "SSGD", which is mandatory for bank deposits, and delegated the responsibility for organizing and implementing the system to the Central Bank. The SSGD is a supplemental protection to the privilege granted to depositors by means of Section 49 of the FIL, as mentioned above.

        The SSGD has been implemented through the establishment of a Deposit Guarantee Fund, or "FGD", managed by a private-sector corporation called Seguro de Depósitos Sociedad Anónima, (Deposit Insurance Corporation, or "SEDESA"). According to Decree No. 1292/96, the shareholders of SEDESA are the government through the Central Bank and a trust set up by the participating financial institutions. These institutions must pay into the FGD a monthly contribution determined by Central Bank regulations. The SSGD is financed through regular and additional contributions made by financial institutions, as provided for in Central Bank Communication "A" 4271, dated December 30, 2004.

        The SSGD covers deposits made by individuals and legal entities in Argentine or foreign currency and maintained in accounts with the participating financial institutions, including checking accounts, savings accounts, and time deposits up to the amount of Ps.350,000, as set forth by Central Bank Communication "A" 5659, dated October 31, 2014, as amended. On April 7, 2016, Communication "A" 5943 was issued, extending the amount covered to Ps.450,000, as of May 1, 2016.

        Effective payment on this guaranty will be made within 30 business days after revocation of the license of the financial institution in which the funds are held; such payments are subject to the exercise of the depositor's priority rights described above.

        In view of the circumstances affecting the financial system, Decree No. 214/2002 provided that SEDESA may issue registered securities for the purpose of offering them to depositors in payment of the guarantee in the event it should not have sufficient funds available.

        The SSGD does not cover: (i) deposits maintained by financial institutions in other financial institutions, including certificates of deposit bought in the secondary market, (ii) deposits made by persons directly or indirectly affiliated with the institution, (iii) time deposits of securities, acceptances or guarantees, (iv) any transferable time deposits that have been transferred by endorsement, (v) any deposits benefiting from some incentive (e.g., car raffles) in addition to the agreed upon interest rate, and (vi) any deposits in which the agreed-upon interest rate is higher than the reference interest rates periodically released by the Central Bank for time deposits and demand deposit account balances and available amounts from overdue deposits or closed accounts.

        Pursuant to Communication "A" 5710, every financial institution was required to contribute to the FGD a monthly amount of 0.06% of the monthly average of daily balances of deposits in local and

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foreign currency, as determined by the Central Bank. On April 7, 2016, Communication "A" 5943 was issued, establishing the monthly contribution of 0.015% of the monthly average of the daily deposits balance.

        When fixed term deposits in U.S. dollars of the private non-financial sector are used to purchase Central Bank bills denominated in U.S. dollars, financial institutions must contribute 0.015% of the monthly average of daily balances of the net position of such bills. Prompt contribution of such amounts is a condition precedent to the continuing operation of the financial institution. The first contribution was made on May 24, 1995. The Central Bank may require financial institutions to advance the payment of up to the equivalent of two years of monthly contributions and debit the past due contributions from funds of the financial institutions deposited with the Central Bank. The Central Bank may require additional contributions by certain institutions, depending on its evaluation of the financial condition of those institutions.

        When the contributions to the FGD reach the greater of Ps.2 billion or 5.0% of the total deposits of the system, the Central Bank may suspend or reduce the monthly contributions, and reinstate them when the contributions subsequently fall below that level.

Capital Markets

        Commercial banks are authorized to subscribe for and sell shares and debt securities. At present, there are no statutory limitations as to the amount of securities for which a bank may undertake to subscribe. However, under Central Bank regulations, underwriting of debt securities by a bank would be treated as "financial assistance" and, accordingly, until the securities are sold to third parties, such underwriting would be subject to limitations.

        Law 26,831 (the "Capital Markets Law"), introduced substantial changes to regulations governing markets, stock exchanges and the various agents operating in capital markets, in addition to certain amendments to the CNV's powers. On September 9, 2013, the CNV published the CNV Rules supplementing the Capital Markets Law. The CNV Rules have been in force since September 18, 2013.

        One of the most significant modifications introduced by the Capital Markets Law and the CNV Rules is that agents and markets must comply with the CNV's requirements for applying for an authorization to operate, as well as registration requirements. It further provides that each category of agent must meet minimum net worth and liquidity requirements.

        Additionally, under the Capital Markets Law, the self-regulation of markets was eliminated, and authorization, supervision, control, as well as disciplinary and regulatory powers, are conferred to the CNV regarding all capital market players.

Financial Institutions with Economic Difficulties

        The FIL provides that any financial institution, including a commercial bank, operating at less than certain required technical ratios and minimum net worth levels, in the judgment of the Central Bank adopted by members representing the majority of the Board of Directors, with impaired solvency or liquidity or in any of the other circumstances listed in Section 44 of the FIL, must (upon request from the Central Bank and in order to avoid the revocation of its license) prepare a plan de regularización y saneamiento, or a restructuring plan. The plan must be submitted to the Central Bank on a specified date, not later than 30 calendar days after the date on which a request to that effect is made by the Central Bank. Upon the institution's failure to submit, secure regulatory approval of, or comply with, a restructuring plan, the Central Bank will be empowered to revoke the institution's license to operate as such.

        Furthermore, the Central Bank's charter authorizes the Central Bank Superintendency to fully or partially suspend, exclusively subject to the approval of the President of the Central Bank, the

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operations of a financial institution for a term of 30 days if the liquidity or solvency thereof are adversely affected. Such term could be renewed for up to 90 additional days, with the approval of the Central Bank's Board of Directors. During such suspension term an automatic stay of claims, enforcement actions and precautionary measures is triggered, any commitment increasing the financial institution's obligations shall be null and void, and debt acceleration and interest accrual shall be suspended.

        If per the Central Bank's criteria a financial institution is undergoing a situation which, under the FIL, would authorize the Central Bank to revoke its license to operate as such, the Central Bank may, before considering such revocation, order a plan of restructuring that may consist of a series of measures, including, among others:

    adoption of list measures to capitalize or increase the capital of the financial institution;

    revoke the approval granted to the shareholders of the financial institution to hold interests therein;

    restructure or transfer assets and liabilities;

    grant temporary exemptions to comply with technical regulations or payment of charges and penalties arising from such flawed compliance; or

    appoint a delegate or auditor ("interventor") that may prospectively replace the board of directors of the financial institution.

Revocation of the License to Operate as a Financial Institution

        The Central Bank may revoke the license to operate as a financial institution in case a restructuring plan fails or is not deemed feasible, or local laws and regulations are violated, or the solvency or liquidity of the financial institution is affected, or significant changes occur in the institution's condition since the original authorization was granted, or if any decision by the financial institution's legal or corporate authorities concerning its dissolution is adopted, among other circumstances set forth in the FIL. In addition, pursuant to Communication "A" 5785, sanctions imposed by the Central Bank, the UIF, the CNV and/or the National Superintendency of Insurance (Superintendencia de Seguros de la Nación) on financial institutions and/or their authorities, may result in the revocation of their licenses to operate as financial institutions. Such revocation may occur when, in the opinion of the Board of Directors of the Central Bank, there was a material change in the conditions deemed necessary to maintain such license, including those relating to the suitability, experience, moral character or integrity of (i) the members of a financial institution's board of directors (directors, counselors or equivalent authorities), (ii) its shareholders, (iii) the members of its supervisory committee and (iv) others, such as its managers. For such purposes, the Superintendency also takes into consideration information that it receives from, and/or sanctions imposed by, equivalent foreign agencies or authorities. When weighing the significance of the sanctions, the Superintendency takes into account the type of sanctions, the underlying reason for such sanctions and the amount of sanctions imposed on the financial institution. Additionally, the Superintendency factors in the degree of participation in the events leading up to the sanction, the economic effects of the violation, the degree of damage caused to third parties, the economic benefit that the sanctioned party received from the violation, the sanctioned party's operating volume, its liability and the title or function that such party holds.

        Once the license to operate as a financial institution has been revoked, the financial institution will be liquidated.

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Liquidation of Financial Institutions

        As provided in the FIL, the Central Bank must notify a competent court of the revocation decision, which will then determine who will liquidate the entity: the corporate authorities (extrajudicial liquidation) or an independent liquidator appointed by the court for that purpose (judicial liquidation). The court's decision will be based on whether or not there is sufficient assurance that the corporate authorities are capable of carrying out such liquidation properly.

Bankruptcy of Financial Institutions

        According to the FIL, financial institutions are not allowed to file their own bankruptcy petitions. In addition, the bankruptcy shall not be adjudged until the license to operate as financial institution has been revoked.

        Once the license to operate as a financial institution has been revoked, a court of competent jurisdiction may adjudge the former financial institution in bankruptcy, or a petition in bankruptcy may be filed by the Central Bank or by any creditor of the bank, in this case after a period of 60 calendar days has elapsed since the license was revoked.

        Once the bankruptcy of a financial institution has been adjudged, provisions of the Bankruptcy Law (as defined below) and the FIL shall be applicable; provided however that in certain cases, specific provisions of the FIL shall supersede the provisions of the Argentine Bankruptcy Law (i.e. priority rights of depositors).

Merger, Consolidation and Transfer of Goodwill

        Merger, consolidation and transfer of goodwill may be arranged between entities of the same or different type and will be subject to the prior approval of the Central Bank. The new entity must submit a financial-economic structure profile supporting the project in order to obtain authorization from the Central Bank.

Financial System Restructuring Unit

        The Financial System Restructuring Unit was created to oversee the implementation of a strategic approach for those banks benefiting from assistance provided by the Central Bank. This unit is in charge of rescheduling maturities, determining restructuring strategies and action plans, approving transformation plans, and accelerating repayment of the facilities granted by the Central Bank.

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MANAGEMENT AND CORPORATE GOVERNANCE

Board of Directors

        According to our bylaws, our Board of Directors may be composed of a minimum of three and a maximum of nine directors, and the shareholders may also appoint an equal or lesser number of alternate directors. As of the date of this prospectus, our Board of Directors is composed of eight directors. There are no alternate directors. All of our directors reside in Argentina.

        Directors and their alternates, if any, are appointed for a term of two years by our shareholders during the annual ordinary shareholders' meeting. Directors may be reelected. Alternate directors replace directors in the order in which they were elected. Our Board of Directors is composed of eight members, half of whom are elected annually in staggered elections. Pursuant to section 257 of the Argentine Corporate Law, the directors maintain their positions until the following annual ordinary shareholders' meeting where directors are appointed. See "Description of Bylaws and Capital Stock—Election of Directors".

        The latest election relating to our Board of Directors took place at the ordinary and extraordinary shareholders' meeting held on April 19, 2016, in accordance with Article Nine of our bylaws as amended at the extraordinary shareholders' meeting held on October 7, 2015, and as described in "Description of Bylaws and Capital Stock—Election of Directors." The amendment to Article Nine of our bylaws was approved by means of Resolution No.18,024 of the CNV, and, as of the date of this prospectus, is pending registration with the IGJ.

        During the first meeting after directors have been appointed, they must appoint a chairman and vice-chairman of the board, or, if considered appropriate, a first vice-chairman and a second vice-chairman. The vice-chairman, or, if applicable, the first vice-chairman, would automatically replace the chairman in the event that the chairman is absent, resigns, deceases or faces any other impediment to serve as chairman, and the second vice-chairman, if applicable, would replace the first vice-chairman. In the absence of any of these directors or chairmen, the Board of Directors may appoint who will serve as chairman or chairmen. The chairman of the board may cast two votes in the case of a tie. These provisions were incorporated by amendment to Article Nine of our bylaws and approved at our ordinary and extraordinary shareholders' meeting held on April 19, 2016. This amendment is pending registration with the IGJ as of the date of this prospectus.

        The Board of Directors functions and acts upon the majority vote of its members present at its meetings either physically or via any form of audio and visual simultaneous communication.

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        The following table sets forth the current composition of our Board of Directors:

Name
  Title   Date of first
appointment to
the Board(1)
  Date of
expiration of
current term(3)
  Occupation   Date of Birth

Julio Patricio Supervielle

  Chairman of the Board   June 9, 2008(2)   December 31, 2016   Business Management   December 13, 1956

Jorge Oscar Ramirez

  First Vice-Chairman of the Board   April 15, 2011   December 31, 2016   Certified Public Accountant   June 26, 1961

Emerico Alejandro Stengel

  Second Vice-Chairman of the Board   July 13, 2010   December 31, 2018   Industrial Engineer   December 17, 1962

Laurence Nicole Mengin de Loyer

  Director   March 23, 2010   December 31, 2018   Business Management   May 5, 1968

Atilio Dell'Oro Maini

  Director   September 28, 2011   December 31, 2016   Lawyer   February 13, 1956

Richard Guy Gluzman

  Director   April 15, 2011   December 31, 2016   Business Management   July 11, 1953

Diana Mondino

  Director   October 7, 2015   December 31, 2018   Economist   August 8, 1958

María Gabriela Macagni

  Director   October 7, 2015   December 31, 2018   Chemical Engineer   January 13, 1964

(1)
With the exception of Julio Patricio Supervielle, the respective date of appointment to the Board of each director is also the date on which each director first joined Grupo Supervielle.

(2)
Julio Patricio Supervielle held positions within the Board since March 21, 2000, but as of 2008 has served on our board continuously.

(3)
Notwithstanding the expiration date stated above, pursuant to section 257 of the Argentine Corporate Law, the directors maintain their positions until the following annual ordinary shareholders' meeting where directors are appointed.

        There are no familial relationships between the abovementioned current members of our Board of Directors.

        The following are academic and professional backgrounds of the members of the board. The business address of each of the members of the Board is Bartolomé Mitre 434, floor 5, Buenos Aires, Argentina.

        Julio Patricio Supervielle received a degree in Business Administration from Universidad Católica Argentina and holds a master's degree from The Wharton School of the University of Pennsylvania. He attended the Global CEO Program organized by Wharton, IESE and CEIBS. He joined the financial group Exprinter-Banex in the year 1986 where he held several positions at Banco Banex S.A., including: General Manager, Director and Chairman. He currently serves as Chief Executive Officer of Grupo Supervielle, Chairman of the boards of Grupo Supervielle, Banco Supervielle, CCF and Tarjeta and Viñas del Monte, Manager at Missiones Participações Ltda. and Buenos Aires Participações Ltda. and Alternate Director of Cordial Microfinanzas.

        Jorge Oscar Ramírez is a certified public accountant, with a degree from the University of Buenos Aires. He also holds an Executive Management Program degree (PADE) from ESE, the Business School of the Universidad de Los Andes, in Santiago, Chile. From 1981 to 1985, he worked in the International Capital Markets division of Banco Nacional de Desarrollo in Argentina (National Development Bank). He subsequently joined the First National Bank of Boston (later BankBoston) where he served as a lending officer and team leader in the Corporate Banking Division (1985 1989), then as an Investment Banking Officer, Senior Investment Banker and Managing Director of Boston Investment Group (BIGSA), the investment banking arm of First National Bank of Boston (1989 1995). From 1995 to 1997 he served as the Country Manager for First National Bank of Boston in Uruguay, and at the end of 1997, he served in the same capacity in Chile. In late 2000, he assumed regional responsibilities as Regional President for the Andean Region which included Chile, Peru, Colombia and Panama. In 2003, he returned to Argentina as CEO of BankBoston. In 2004, he assumed Regional responsibilities as Regional President for Argentina and Uruguay. Mr. Ramirez left BankBoston in December 2005 after the announcement of its sale to Standard Bank of South Africa. From May 2006 to January 2011, he was a partner of Prisma Investment S.A., a financial advisory firm in Argentina. He

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serves on the Board of Directors of Alpargatas SAIC, the Argentine subsidiary of Alpargatas Brazil and of CRS Asesorias e Inversiones S.A., a Chilean company. Until December 2010, he also served on the board of ALICO, the life insurance company of AIG in Argentina. He is also a founding partner of Fondos Online (fol.cl), an online brokerage house in Chile founded in 2009. Since February 2011, he has been a Director of Grupo Supervielle, and is currently Vice-Chairman of the Board of Directors of Grupo Supervielle, Chairman of the Board of Directors of Supervielle Seguros, Chairman of the Board of Directors of Espacio Cordial de Servicios and a Director of the Bank (pending confirmation by the Central Bank).

        Laurence Nicole Mengin de Loyer graduated from McGill University in Canada with a degree in Commerce and a master's degree in Business Administration. She worked in the New York City investment banking arm of Banque Nationale de Paris as an Associate in Mergers and Acquisitions (1989-1990). In 1992, she joined the European Apparel Division of Sara Lee Corporation in Paris, where she held a number of financial positions in different business units including Financial Analyst (Sara Lee PP S.A.), Financial Controller (DIM S.A.), Chief Financial Officer (Playtex S.A.) and European Controller (Sara Lee BA SA). When Sara Lee Corporation sold its European Apparel Division to the private equity firm Sun Capital Partners in 2006, she served as Group Controller of the newly created stand-alone business (with sales of €1 billion) with responsibilities in the financial control, financial reorganization and in the definition of exit strategies for the private equity firm. In 2008, as a result of her move to Argentina, she volunteered as Vice President and Treasurer of a not-for-profit organization dedicated to welcoming foreigners to Argentina. In 2009, she joined the Bank, where she served as Deputy Manager in the Administration Department until her nomination to the Board of Grupo Supervielle in March 2010. She served as Director on the board of SAM and Sofital during 2010. She currently serves as Director of Grupo Supervielle, the Bank and CCF and Vice President of the Board of Directors of Sofital and Viñas del Monte.

        Atilio Dell-Oro Maini is a lawyer, with degrees in Political Science and Agricultural Production. In 1984, he joined the law firm Cárdenas, Cassagne & Asociados and was made Partner in 1990. He worked in New York City as a Foreign Associate at the law firm White & Case in 1987 and Simpson, Thatcher & Bartlett from 1988-1989. In 1997, he worked at the London-based global law firm Linklaters & Paines. He also completed the Program of Instruction for Lawyers at Harvard Law School. In 2003, he joined the law firm Cabanellas    ·    Etchebarne     ·    Kelly as a Senior Partner of the Banking and Capital Markets divisions. He has extensive experience advising banks and other financial entities, corporations and governments with respect to all types of international and domestic banking and financial transactions. He is a Professor at the Master's in Business Law program at Universidad de San Andrés, as well as a member of the Bar Association of the city of Buenos Aires. As of the date of this prospectus, he serves as the Director of Grupo Supervielle, the Bank, CCF, Tarjeta, Espacio Cordial de Servicios and Sofital.

        Emérico Alejandro Stengel is an industrial engineer, with a degree from Universidad de Buenos Aires and he holds an MBA from The Wharton School of the University of Pennsylvania. He has served as an Officer for the Corporate and Investment Banks of Citibank and Banco Santander, respectively. Subsequently, he became Partner of Booz Allen Hamilton, a global management consulting firm, where, until October 2007, he worked with multinational and large local corporations in Latin America, the United States and Europe on strategy, corporate governance, organization and operations in various industries. He has led several strategic integration and operations enhancement projects in the financial services and retail industries. Between 2006 and 2007, Mr. Stengel served as an independent director of, and from October 2007 until May 2011 as the CEO of Los Grobo Agropecuaria, a leading Mercosur agribusiness that won the National Quality Award in 2010. In July 2010, he became a director of Grupo Supervielle. Mr. Stengel currently serves on the boards of directors of Grupo Supervielle (as Second Vice-Chairman), the Bank (as Second Vice-Chairman), and CCF (as Second Vice-Chairman), as Director of Tarjeta, Chairman of Cordial Microfinanzas,

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Vice-Chairman of the Board of Directors of Supervielle Seguros, Vice-Chairman of the Board of Directors of Espacio Cordial de Servicios and as Alternate Director of Sofital.

        Richard Guy Gluzman received a degree in Law from Nanterre University in Paris and a master's degree in Business Administration from the ESSEC University in Paris. From 1978 to 1995, he worked in France holding various managerial positions in several technological companies (Burroughs S.A., Digital Equipment Corporation, Wang S.A. and JBA S.A.). His career in Argentina started in 1995, when he joined Coming S.A. (France Telecom & Perez Companc Group) as General Manager until 1997. From 1997 through 1999, he served as a member of Globalstar S.A.'s Board of Directors. From 1998 through 2000, he was at the helm of Diveo Broadband Networks S.A. as General Manager and then, from 2000 to 2006, he was a Director of Pegasus Capital, a private equity fund. As of the date of this prospectus, he serves on the Board of Directors of Grupo Supervielle, as First Vice-Chairman of the boards of directors of the Bank, CCF and as Vice-Chairman of the Board of Directors of Tarjeta, as well as Alternate Director of Sofital.

        Diana Mondino has been Dean of Public Affairs at CEMA University since 2006, where she also is a professor for the MBA and Master in Finance programs. She has extensive experience in management and economics, and actively participates in various capital markets projects. From 2006 to 2011 she was a board member of Pampa Energía, a NYSE-listed company and the largest holding company of electric utilities in Argentina. From 2003 to 2005 she was Latin American Regional Head for Standard & Poor's, based in New York, where she worked with regional operations. In 1991 she founded Risk Analysis, a local rating agency acquired in 1997 by Standard & Poor's, and acted as Managing Director for credit practices, particularly with respect to corporate and financial institutions. She holds an MBA from IESE—Spain and a B.A. in Economics from the Universidad de Córdoba, Argentina. In 2015, she began serving as an independent director of Grupo Supervielle.

        María Gabriela Macagni is a chemical engineer, with a degree from the Instituto Tecnológico Buenos Aires (ITBA) and received postgraduate specialization in business management at Harvard Business School and Stanford Business School. She began her career as consultant working for Accenture. Subsequently, she joined Citibank Argentina and was assigned to the team handling the takeover of Entel (Empresa Nacional de Telecomunicaciones), which at the time was privatized. Citibank, Telefonica de España and Techint, as shareholders of Telefonica de Argentina, were awarded the southern operations of Entel. She then became an Investment Banking Officer and was responsible for structuring deals totaling over US$2 billion, both in the Argentine and international debt and equity markets. As a Senior Banker, she led the Media and Telecom Unit. After the 2001-2002 financial crisis in Argentina, she led the Corporate Bank Restructuring Unit. Subsequently, she joined the Citibank Argentina Board of Directors, supervising Strategic Planning and Business Development. Since late 2011, she has served as Managing Director of Endeavor Argentina, an organization supporting high impact entrepreneurs in scaling their businesses, both in Argentina and globally. In 2015, she began serving as an independent director of Grupo Supervielle. She is also a member of the Graduate Council at ITBA.

Duties and Liabilities of Directors

        Directors have the obligation to perform their duties with the loyalty and the diligence of a prudent business person. Under Section 274 of the Argentine Corporate Law, directors are jointly and severally liable to the company, the shareholders and third parties for the improper performance of their duties, for violating any law or the bylaws or regulations, if any, and for any damage to these parties caused by fraud, abuse of authority or gross negligence. The following are considered integral to a director's duty of loyalty: (i) the prohibition on using corporate assets and confidential information for private purposes; (ii) the prohibition on taking advantage, or allowing another to take advantage, by action or omission, of the business opportunities of the company; (iii) the obligation to exercise board powers only for the purposes for which the law, the corporation's bylaws or the shareholders' or the

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board of directors' resolutions were intended; and (iv) the obligation to take strict care so that acts of the board do not go, directly or indirectly, against the company's interests. A director must inform the board of directors and the supervisory committee of any conflicting interest he may have in a proposed transaction and must abstain from voting thereon.

        In general, a director will not be held liable for a decision of the board of directors, even if that director participated in the decision or had knowledge of the decision, if (i) there is written evidence of the director's opposition to the decision and (ii) the director notifies the Supervisory Committee of that opposition. However, both conditions must be satisfied before the liability of the director is claimed before the board of directors, the supervisory committee or the shareholders or relevant authority or the commercial courts.

        Section 271 of the Argentine Corporate Law allows directors to enter into agreements with the company that relate to such director's activity and under arms' length conditions. Agreements that do not satisfy any of the foregoing conditions must have prior approval of the board of directors (or the supervisory committee in the absence of board quorum), and must be notified to the shareholders at a shareholders' meeting. If the shareholders reject the agreement, the directors or the members of the supervisory committee, as the case may be, shall be jointly and severally liable for any damages to the company that may result from such agreement. Agreements that do not satisfy the conditions described above and are rejected by the shareholders are null and void, without prejudice to the liability of the directors or members of the supervisory committee for any damages to the company.

        The acts or agreements that a company enters into with a related party involving a relevant amount shall fulfill the requirements set forth in Section 72 and 73 of Law No. 26,831. Under Section 72, the directors and syndics (as well as their ascendants, descendants, spouses, brothers or sisters and the companies in which any of such persons may have a direct or indirect ownership interest) are deemed to be a related party. A relevant amount is considered to be an amount which exceeds 1% of the net worth of the company as per the latest balance sheet. The board of directors or any of its members shall require from the audit committee a report stating if the terms of the transaction may be reasonably considered adequate in relation to normal market conditions. The company may resolve with the report of two independent evaluating firms that shall have informed about the same matter and about the other terms of the transaction. The board of directors shall make available to the shareholders the report of the audit committee or of the independent evaluating firms, as the case may be, at the main office on the business day after the board's resolution was adopted and shall communicate such fact to the shareholders of the company in the respective market bulletin. The vote of each director shall be stated in the minutes of the board of directors approving the transaction. The transaction shall be submitted to the approval of the shareholders of the company when the audit committee or both evaluating firms have not considered the terms of the transaction to be reasonably adequate in relation to normal market conditions. In the case where a shareholder demands compensation for damages caused by a violation of Section 73, the burden of proof shall be placed on the defendant to prove that the act or agreement was in accordance to the market conditions or that the transaction did not cause any damage to the company. The transfer of the burden of proof shall not be applicable when the transaction has been approved by the board of directors with the favorable opinion of the audit committee or the two evaluating firms.

        We may initiate causes of action against directors if so decided at a meeting of the shareholders. If a cause of action has not been initiated within three months of a shareholders' resolution approving its initiation, any shareholder may start the action on behalf and on the company's account. A cause of action against the directors may be also initiated by shareholders who object to the approval of the performance of such directors if such shareholders represent, individually or in the aggregate, at least 5% of the company's capital stock.

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        Except in the event of our mandatory liquidation or bankruptcy, shareholder approval of a director's performance, or express waiver or settlement approved by the shareholders' meeting, terminates any liability of a director vis-à-vis the company, provided that shareholders representing at least 5% of the company's capital stock do not object and provided further that such liability does not result from a violation of law or the company's bylaws.

        Under Argentine law, the board of directors is in charge of the company's management and administration and, therefore, makes any and all decisions in connection therewith, as well as those decisions expressly provided for in the Argentine Corporate Law, the company's bylaws and other applicable regulations. Furthermore, the board is generally responsible for the execution of the resolutions passed in shareholders' meetings and for the performance of any particular task expressly delegated by the shareholders.

Meetings, Quorum, Majorities

        Our Board of Directors must hold a minimum of one regularly scheduled meeting every three months. Meetings must also be convened when called by any member of the Board of Directors. The quorum for a Board of Directors' meeting is the majority of its members. The Board of Directors will pass resolutions by the affirmative vote of the majority of members present. Pursuant to our bylaws our directors may participate in a meeting of the Board of Directors by means of a communication system that provides for a simultaneous transmission of sound, images and words. If we make a public offer of our stock, directors participating by such means count for quorum purposes and the board will pass resolutions by the affirmative vote of the majority of members present either physically or by means of such communication system.

Compensation

        Our shareholders fix our directors' compensation, including their salaries and any additional wages arising from the directors' permanent performance of any administrative or technical activity. Compensation of our directors is regulated by the Argentine Corporate Law and the CNV regulations. Any compensation paid to our directors must have been previously approved at an ordinary shareholders' meeting. Article 261 of the Argentine Corporate Law provides that the compensation paid to all directors and syndics in a year may not exceed 5.0% of net income for such year, if the company is not paying dividends in respect of such net income. The Argentine Corporate Law increases the annual limitation on director compensation to up to 25.0% of net income based on the amount of dividends, if any, that are paid. In the case of directors that perform duties at special commissions or perform administrative or technical tasks, the aforesaid limits may be exceeded if a shareholders' meeting so approves, such issue is included in the agenda, and is in accordance with the regulations of the CNV. In any case, the compensation of all directors and members of the supervisory committee requires shareholders' ratification at an ordinary shareholders' meeting.

        We have not entered into employment contracts with the members of our board. We have assigned executive and technical-administrative functions to some of our directors.

        During the annual ordinary and extraordinary shareholders' meeting held on April 19, 2016, the shareholders approved total directors' fees of approximately Ps.10.2 million for services rendered in 2015.

        As of the date of this prospectus, neither we, nor any of our affiliates, have entered into any agreement that provides for any benefit or compensation to any director after expiration of his or her term.

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Incentive-based Retirement Plan for Senior Management and Directors

        We intend to put in place an incentive-based retirement plan, which would replace certain existing compensation mechanisms. Members of our senior management and Board of Directors will be entitled to receive cash payments over time under the plan if certain performance targets are met. 50% of the funds contributed by us to the plan will be released to individual plan accounts once the performance targets have been met, subject to compliance with three-month minimum waiting periods mandated by Argentine legislation. The remaining 50% of the funds will vest after an additional 12-month waiting period. The program is expected to cover up to 70 members of our senior management and our Board of Directors. We will monitor the eligibility and participation of the members as the program develops. We expect to contribute approximately US$3.6 million per year to the program.

Independence Criteria of Directors

        In accordance with the provisions of Section 4, Chapter I, Title XII "Transparencia en el Ámbito de la Oferta Pública" and Section 11, Chapter III, Title II "Órganos de Administración y Fiscalización, Auditoría Externa" of the CNV Rules, we are required to report to the shareholders' meeting, prior to vote the appointment of any director, the status of such director as either "independent" or "non-independent." At present, Julio Patricio Supervielle, Jorge Oscar Ramirez, Atilio Dell'Oro Maini, Emérico Alejandro Stengel, Richard Guy Gluzman and Laurence Nicole Mengin de Loyer are non-independent, Diana Mondino and María Gabriela Macagni are independent members of our board according to the criteria established by the CNV. See "Audit Committee" for further details about independence requirements of the members of our Audit Committee at the time of the offering.

Corporate Governance

        We have adopted a Corporate Governance Code to put into effect corporate governance best practices, which are based on strict standards regarding transparency, efficiency, ethics, investor protection and equal treatment of investors. The Corporate Governance Code follows the guidelines established by the CNV and the Central Bank. We have also adopted a Code of Ethics and an Internal Conduct Code, each designed to establish guidelines with respect to professional conduct, morals and employee performance.

Officers

        Our management is comprised of our CEO, Julio Patricio Supervielle, who reports to the Board of Directors, our chief financial officer ("CFO"), Alejandra Naughton, who is in charge of the financial and accounting division, our Risks, Legal Affairs and Compliance Manager, Sergio Gabai, our Credit Manager, Javier Martinez Huerga, who is in charge of our global credit risk division and our Human Resources Manager, Santiago Batlle. Each of our officers reports to the CEO.

Name
  Office   Profession   Date of Birth

Julio Patricio Supervielle

  Chief Executive Officer   Business Administration   December 13, 1956

Alejandra Naughton

  Chief Financial Officer   Economics   September 22, 1962

Sergio Gabai

  Risk, Legal Affairs and Compliance Manager   Lawyer   April 26, 1967

Javier Martinez Huerga

  Chief Credit Officer   Industrial Engineer   January 31, 1958

Santiago Batlle

  Human Resources Manager   Lawyer   April 16, 1973

        The CEO has five main responsibilities: (i) creating value for shareholders by monitoring the business units, (ii) bringing innovation to the provision of financial services, (iii) making sure that we deliver high quality and cost competitive services, (iv) leveraging key resources to provide support for

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the business units and (v) planning and executing acquisitions and alliances that fit into the corporate strategy.

        The CFO directs and oversees the finance, controlling, accounting and investor relations divisions. The finance division is responsible for capital planning and funding strategies. The controlling division is responsible for continuous evaluations of short-term and long-term strategic financial objectives, preparing financial trends analyses and analyses of forecasts, budgets and costs. The accounting division monitors compliance with generally accepted accounting principles and applicable federal, state and local regulations and laws, and rules for financial and tax reporting. The investor relations division is responsible for preparing and providing financial information to, and coordinating with, regulatory bodies and both domestic and international investors and analysts.

        The Risks, Legal Affairs and Compliance Manager is responsible for developing and implementing an appropriate framework for the administration of overall risks that allows for the identification, evaluation, monitoring and mitigation of credit risk, financial risk (including market risk, interest rate risk and liquidity risk), as well as operational risks (including reputation risk) for each of our businesses. The Risks, Legal Affairs and Compliance Manager is in charge of ensuring that each of our businesses complies with internal policies and procedures within the legal framework established by regulatory authorities and with the applicable contractual requirements. In addition, the Risks, Legal Affairs and Compliance Manager provides legal advice to Grupo Supervielle and each of its subsidiaries regarding business development, the prevention of legal risk and conflict resolution.

        The Credit Manager is responsible for defining and putting into practice our global credit risk policies across all business units. The Credit Manager utilizes common risk assessments and information collection platforms across all business units. He also maximizes the value we offer clients by facilitating the transit of clients across business units through credit policies designed specifically for upward sales and cross sales. In addition, the Credit Manager maximizes penetration into different socio-economic segments through inclusive credit policies, while ensuring that pricing is consistent with risk levels. The Credit Manager also manages and controls procedures related to credit risk and collection and recoveries for the purpose of safeguarding our assets, minimizing losses related to defaults and maximizing the protection of our businesses' rights and interests.

        The human resource manager is responsible for the design and implementation of human capital strategies. The human resource manager is in charge of global human resource policies across all business units. He functions as a strategic partner of top management to ensure that we attract and retain the talent necessary to achieve business growth. The human resources manager's main strategies are: consolidating our talent pool, developing a sustainable organization focused on clients and with competitive remuneration packages, spreading the Supervielle culture, which breeds innovation, work ethic, empowerment and merit recognition and maintaining high morale among employees.

        The following are academic and professional backgrounds of our management members:

        Alejandra Naughton has been Chief Financial Officer of Grupo Supervielle since September 2011. She holds a degree in Economics from the Universidad de Buenos Aires and a post graduate degree in Project Management from Universidad de Belgrano. She attended the CFO Executive Program at the University of Chicago Booth School of Business. She has taken courses at the Bank of England in London, where she was awarded the Expert in Finance and Management Accounting and Expert in Corporate Governance degrees; at the Federal Reserve Bank of New York where she was conferred the Expert in Management and Operations degree and at the International Monetary Fund where she was awarded the Expert in Safeguards Assessment degree. From 1994 to 2007 she served on the Central Bank's staff in several senior positions, including that of Deputy General Manager (2003 to 2007) and Argentine Representative to the Governance Network at the Basle based Bank for International Settlements (Switzerland). During the years 2007 and 2008 she worked as a Consultant to the

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International Monetary Fund. As of the date of this prospectus, she is also Chief Finance Officer at the Bank and she serves as Vice-Chairman of the Board of Directors of Espacio Cordial.

        Sergio Gabai has been Head of Risk, Legal Affairs, Compliance and AML of Grupo Supervielle since May 2012. A graduate of the Universidad de Buenos Aires as an Attorney-at-Law, he also holds a Master's degree in Economics and Insurance Law from the Universidad Católica Argentina and a Ph.D. in Management from University of Navarra's IESE Business School. He attended the Management Program for Lawyers at Yale University and participated of the Effective Leadership Program at Universidad Austral—IAE. He also attended the Innovation Program at Universidad de San Andrés and the Finance and Operative Efficiency Program at Wharton School. From 1998 through 2000, he was the Legal Affairs Assistant Manager at Bank Boston. From 2000 through 2007 he was in charge of BBVA Banco Francés Legal Services for the Banking Business Department. He also serves as Director of Espacio Cordial and SAM, and as Alternate Syndic for Sofital, Tarjeta Automática, Supervielle Seguros and Cordial Microfinanzas.

        Javier Martinez has been Chief Credit Officer of Grupo Supervielle since September 2012. He graduated from the Universidad de Buenos Aires as an Industrial Engineer and has a Master's degree in Business Management from Universidad de El Salvador. From 1988 to 1993 he worked as the Head of Business Analysis at Banco Francés and from 1993 to 1995 as Business Manager of Banco del Sud. From 1996 to 2009 he worked at Banco Itaú Argentina as Risks and Credit Director. He later worked as an independent consultant and from 2010 to August 2012 he served as General Manager of Puente Hnos SGR.

        Santiago Enrique Batlle graduated from Universidad Católica de La Plata as an Attorney at Law and received his Master's degree in Business Administration Management from the School of Business and Management at IAE Universidad Austral. He also received a postgraduate degree in Human Resources from Universidad Argentina de la Empresa. He participated in the Senior Management Program at IAE Universidad Austral and other programs at Stanford, London Business School and Michigan University. From July 2000 to 2004, he served as Labor Relations Manager at Bank Boston NA, and from 2005 to March 2007 he served as their Human Resources Executive Director. From April 2007 to December 2010, he was Human Resources Executive Director at Standard Bank Argentina. He has served as Human Resources Head of Grupo Supervielle and Banco Supervielle since February 2011.

        For the biography of Mr. Julio Patricio Supervielle see "—Our Board of Directors."

Compensation

        The members of our management who rendered services during 2015 and 2014 did not receive any compensation or fees for services rendered in such capacity.

Supervisory Committee

        We have a monitoring body called the supervisory committee ("Supervisory Committee"). Our Supervisory Committee consists of three syndics and three alternate syndics appointed by shareholders at our annual ordinary shareholders' meeting. The syndics and their alternates are elected for a period of one year, and any compensation paid to our syndics must have been previously approved at an ordinary shareholders' meeting. The term of office of the members of the Supervisory Committee expires on April 19, 2017.

        Pursuant to the Argentine Corporate Law, only lawyers and accountants admitted to practice in Argentina and domiciled in Argentina or civil partnerships composed of such persons may serve as syndics in an Argentine sociedad anónima, or limited liability corporation.

        The primary responsibilities of the Supervisory Committee are to monitor the management's compliance with Argentine Corporate Law, the bylaws, its regulations, if any, and the shareholders'

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resolutions, and to perform other functions, including, but not limited to: (i) attending shareholders' and Board of Directors' meetings, (ii) calling extraordinary shareholders' meetings when deemed necessary and ordinary and special shareholders' meetings when not called by the Board of Directors, (iii) monitoring the company's corporate records and other documents, and (iv) investigating written complaints of shareholders. In performing these functions, the Supervisory Committee does not control our operations or assess the merits of the decisions made by the Board of Directors.

        The following chart shows the members of our Supervisory Committee according to the resolution passed at the annual ordinary and extraordinary shareholders' meeting held on April 19, 2016. According to Technical Resolution No. 15 of the Argentine Federation of Professional Counsel of Economic Sciences and Section III, Chapter III of Title II of the CNV Rules, all of our syndics and alternate syndics are independent.

Name
  Office   Beginning Date
of Office
  Profession   Date of Birth

Enrique José Barreiro

  Syndic   June 8, 2009   Public Accountant   December 5, 1945

Carlos Alberto Asato

  Syndic   June 8, 2009   Public Accountant   January 15, 1948

María Cristina Fiorito

  Syndic   April 29, 2014   Lawyer   February 20, 1976

Carlos Enrique Lose

  Alternate Syndic   June 8, 2009   Public Accountant   October 2,1943

Roberto Aníbal Boggiano

  Alternate Syndic   June 8, 2009   Public Accountant   September 1,1955

Carlos Alfredo Ojeda

  Alternate Syndic   May 17, 2010   Public Accountant   January 15,1944

        The following are academic and professional backgrounds of the Supervisory Committee members:

        Enrique José Barreiro received a degree in Public Accounting from Universidad Nacional de Lomas de Zamora. From 1969 through May 2000, he worked at Banco Tornquist/Credit Lyonnais, where he held the position of Assistant Accountant for five years. From June 2000 through June 2007, he held the position of Assistant Accountant and General Accountant at Banco San Luis/Banco Banex S.A. From July 2007 through March 2008, he was an Assistant Accountant at the Bank. As of the date of this prospectus, he is a Syndic for Grupo Supervielle, the Bank, CCF, Cordial Microfinanzas, Tarjeta, Espacio Cordial, Sofital and Supervielle Seguros.

        Carlos Alberto Asato graduated from Universidad de Buenos Aires's School of Economic Sciences as a Public Accountant. From October 1969 to March 1998, he held several positions at Banco Quilmes, including Department Head. Since 1983, he has been managing his own accounting and tax consultancy firm, Carlos Asato y Asociados. He also renders services as an external consultant in finance, tax and costs to Estudio Bruno Matarazzo y Asociados S.A. He is also a professor in the Public Accounting, Administration and Foreign Trade programs at Universidad del Museo Social Argentino. As of the date of this prospectus, he is a Syndic for Grupo Supervielle, the Bank and Sofital.

        María Cristina Fiorito is a lawyer with a degree from Universidad de Buenos Aires's Law School, where she specialized in Criminal Law. She continued her studies at the Universidad de Salamanca, where she received a postgraduate degree in Criminal Law and Organized Crime, Corruption and Terrorism, as well as a degree in Specialist in Criminal Law. She also participated in the Executive Money and Assets Laundering Prevention Program at Universidad Di Tella and received a certification as a Specialist in Anti-Money Laundering (CAMS). As of the date of this prospectus, Ms. Fiorito is a Syndic for Grupo Supervielle and the Bank.

        Carlos Enrique Lose is a Public Accountant and member of the Faculty of Economics at the Universidad de Buenos Aires. He worked for several years in the Audit Department of an important professional office, and later dedicated himself to providing business advice. He has taught on the Faculty of Economics at Universidad de Buenos Aires. He has taught courses at both private and professional institutions. He is a founding partner of Bermúdez, Lose & Asoc. He has published work

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in technical journals and is co-author of the book "Normas de Presentación de Estados Contables de Sociedades por Acciones". As of the date of this prospectus, he is an Alternate Syndic for Grupo Supervielle, the Bank, CCF and Espacio Cordial.

        Roberto Aníbal Boggiano graduated from the Universidad de Buenos Aires with a degree in Public Accounting. He has attended post-graduate seminars on planning and corporate taxation. Mr. Boggiano has worked at several companies, including Celulosa Jujuy S.A., where he worked as an analyst accountant assistant, general accountant and chief of planning from 1978 to 1994; Sert S.A., where he served as the administrative manager from 1994 to 1995; and Estudio Carlos Asato y Asociados, where he was in charge of corporate taxation and advising from 1995 to 2011. Mr. Boggiano was until December 31, 2010 an Alternate Syndic of Fiorito Factoring S.A. As of the date of this prospectus, he serves as an Alternate Syndic for Grupo Supervielle and Banco Supervielle.

        Carlos Alfredo Ojeda is a Public Accountant. He graduated from the University of Buenos Aires. He was an Internal Audit Manager of the International Division of Gillette Company until 1977, and worked in Argentina, Brazil, Chile and Peru. He was a Partner of a major national professional office until 1995. He is a consultant on audit and corporate issues and has an active participation in management and control aspects of corporations in various industries. He has taught at the Universidad de Buenos Aires, including courses on Financial Planning and Budget Control and Audit and Management Control. He has also been a speaker at various seminars and courses in his areas of specialty. He is a co-author of "Auditoria—Técnica y Práctica" (Editorial Junin) and "Normas para la Presentación de Estados Contables de Sociedades por Acciones" (Editorial Errepar). He is a contributor to the publication "Doctrina Societaria y Concursal" (Editorial Errepar). As of the date of this prospectus, he serves as an Alternate Syndic for Grupo Supervielle.

        Pursuant to Article 13 ter of our bylaws, and according to the provisions of Section 79 of Law No. 26,831, our extraordinary shareholders' meeting may vote to eliminate our Supervisory Committee by meeting the requirements of applicable laws, including Article 79 of Decree No. 1023/2013.

Compensation

        During the annual ordinary and extraordinary shareholders' meeting held on April 19, 2016, the shareholders decided to pay, as compensation for services rendered during 2015, to Enrique José Barreiro, Carlos Alberto Asato and María Cristina Fiorito a sum of Ps.5,200, Ps.86,400 and Ps.6,500, respectively.

Audit Committee

        Pursuant to Law No. 26,831 and its implementing regulations, we are required to have an audit committee consisting of at least three members of our Board of Directors with experience in business, finance, accounting, banking and audit matters. Under CNV regulations, at least a majority of the members of the audit committee must be independent directors.

        Our audit committee is composed of no fewer than three independent members designated by our Board of Directors, who are independent under Rule 10A-3 under the Exchange Act ("Rule 10A-3") and applicable NYSE standards.

        Our audit committee is composed of three members who are financially literate, and one, Laurence Nicole Mengin de Loyer, is a financial expert.

        The Company will take the necessary measures to ensure that independent alternate members are available in order to fill possible vacancies. A quorum for a decision by the audit committee will require the presence of a majority of its members and matters will be decided by the vote of a majority of those present at the meeting. A chairman of the committee must be appointed during the first meeting after members of the committee have been appointed. The chairman of the committee may

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cast two votes in the case of a tie. Pursuant to our bylaws, audit committee members may participate in a meeting of the committee by means of a communication system that provides for a simultaneous transmission of sound, images and words, and members participating by such means count for quorum purposes and the committee will pass resolutions by the affirmative vote of the majority of members present either physically or by means of such communication system. If the committee holds meetings by means of such communication system, it must comply with the same requirements applicable to Board of Directors' meetings held in such way. Decisions of the audit committee will be recorded in a special corporate book and will be signed by all members of the committee who were present at the meeting. Pursuant to Section 17 Chapter III Title II of the CNV Rules, the audit committee must hold at least one regularly scheduled meeting every three months.

        Pursuant to Law No. 26,831, the audit committee, among other things:

    advises on the Board of Directors' proposal for the designation of external independent accountants and ensure their independence;

    oversees our internal control mechanisms and administrative and accounting procedures and assesses the reliability of all financial and other relevant information filed with the CNV and other entities to which we report;

    oversees our information policies concerning risk management;

    provides the market with complete information on transactions in which there may be a conflict of interest with members of our various corporate bodies or controlling shareholders;

    advises on the reasonableness of fees or stock option plans for our directors and managers proposed by the Board of Directors;

    advises on our fulfillment of legal requirements and the reasonableness of the terms of the issuance of shares or other instruments that are convertible into shares in cases of capital increase in which pre-emptive rights are excluded or limited;

    verifies the fulfillment of any applicable rules of conduct; and

    issues grounded opinions on related-party transactions under certain circumstances and file such opinions with regulatory agencies as required by the CNV in the case of possible conflicts of interest.

        Additionally, the audit committee is required to prepare an annual working plan and present it to the Board of Directors and the Supervisory Committee. Members of the board, members of the Supervisory Committee and external independent accountants are required to attend the meetings of the audit committee if the audit committee so requests it, and are required to grant the audit committee full cooperation and information. The audit committee is entitled to hire experts and counsel to assist it in its tasks and has full access to all of our information and documentation.

        The following chart shows the members of our Audit Committee according to the resolution passed at the Board of Directors' meeting held on November 10, 2015.

Name
  Position   Profession   Status(1)
Diana Mondino       Economist   Independent
María Gabriela Macagni       Chemical Engineer   Independent
Laurence Nicole Mengin de Loyer       Business Management   Independent(2)

(1)
Pursuant to Rule 10A-3.

(2)
Laurence Nicole Mengin de Loyer is an independent director under Rule 10A-3, but is not an independent director under Section 11, Chapter III, Title II "Órganos de Administración y Fiscalización, Auditoría Externa" of the CNV Rules.

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Anti-Money Laundering and Anti-Terrorist Finance Committee

        We have an anti-money laundering and anti-terrorist finance committee consisting of two members of our Board of Directors. Decisions of the Anti-Money Laundering and Anti-Terrorist Finance Committee are recorded in a special corporate book and signed by all members of the committee who were present at the meeting.

        Among its duties, the anti-money laundering and anti-terrorist finance committee must:

    oversee the adequacy, appropriateness and effectiveness of our internal control systems to ensure the reasonableness, reliability, adequacy and transparency of our financial statements, financial and accounting information and our consolidated financial statements and information;

    maintain an understanding of and ensure timely and appropriate responses regarding compliance with applicable rules and matters related to money laundering, conduct in the securities markets, data protection, reporting requirements and enforcement actions;

    ensure that the Code of Ethics and Internal Conduct Code comply with current rules and regulations,

    maintain an understanding of procedures to ensure that they are complete and up-to-date and approve such procedures to then bring them before the Board of Directors for its consideration and approval;

    advise Grupo Supervielle on its financial, reputational, legal and operative risks, and oversee compliance with policies designed to mitigate these risks;

    evaluate and improve the quality of Grupo Supervielle's customer service, risk control and operations;

    ensure the proper intervention of the Board of Directors with respect to the approval of decisions adopted by the committees when required by corporate governance rules and to oversee compliance with these rules;

    oversee the maintenance of adequate internal controls by each of Grupo Supervielle's subsidiaries to minimize risk through the consolidation of best practices with respect to each of the businesses; and

    oversee the compliance with current applicable anti-money laundering rules and ensure that Grupo Supervielle and its subsidiaries are in compliance with best practices related to anti-money laundering; and ensure that the anti-money laundering and anti-terrorist finance committee has a rapporteur member with knowledge relating to anti-money laundering and anti-terrorism finance who from time to time presents a report to the anti-money laundering and anti-terrorist finance committee regarding the state and relevant facts relating to each of Grupo Supervielle's subsidiaries.

        Additionally, the anti-money laundering and anti-terrorist finance committee must prepare an annual working plan and present it to the Board of Directors and the Supervisory Committee. Members of the board, members of the Supervisory Committee and external independent accountants must attend the meetings of the anti-money laundering and anti-terrorist finance committee if the committee so requests it, and must grant the anti-money laundering and anti-terrorist finance committee full cooperation and information. The anti-money laundering and anti-terrorist finance committee is entitled to hire experts and counsel to assist it in its tasks and has full access to all of our information and documentation.

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        The following table sets forth the members of the anti-money laundering and anti-terrorist finance committee.

Name
  Position
Atilio María Dell'Oro Maini   Director
Richard Guy Gluzman   Director
Alejandra Naughton   Standing Invitee
Carlos Noel   Rapporteur Member
Leandro Conti   Secretary

Risk Management Committee

        The risk management committee is composed of two of our directors and members of the management team, and of our main subsidiaries.

        Our risk management committee performs the following functions:

    develops strategies and policies for the management of credit risk, market risk, interest rate risk, liquidity risk, operational risk and other risks that could affect us, makes sure our strategies and policies are in line with regulations and best practices and oversees their correct implementation and enforcement and defines Grupo Supervielle's risk appetite and tolerance and the global risk profile for the approval of the Board of Directors;

    approves limits relating to the management of credit risk, market risk, interest rate risk and liquidity risk, and monitors the evolution of key indicators relating to operational risk, which includes a map of risks used by the trading desk for trading operations and the map of risks for investment operations at a consolidated level;

    periodically monitors the risks that Grupo Supervielle faces and the application of strategies and policies designed to address such risks;

    defines the general criteria for pricing risk;

    evaluates the adequacy of capital with respect to Grupo Supervielle's risk profile;

    defines policy and the methodological framework for performing stress tests with respect to risk management, approves scenarios for conducting individual stress tests for particular and general risks, evaluates and discusses the results of the stress tests that are presented and recommends contingency plans to address such risks, utilizes the results of the stress tests for the consideration of establishing or revising the limits and brings all of the results of the tests to the Board of Directors for approval;

    designs effective information channels and systems for the Board of Directors related to risk management;

    ensures that ours subsidiaries' management compensation plans incentivize a prudent level of each risk;

    approves risk management quantitative models and monitors the effectiveness of such models; and

    remains aware of the memos and rules related to risk published by each regulatory agency that regulates any of our subsidiaries, as well as understands the repercussions that the application of such memos or rules could have on our operations.

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        The following table sets forth the members of the risk management committee.

Name
  Position
Jorge Ramirez   Chairman
Julio Patricio Supervielle   Director
Alejandro Emérico Stengel   Director
Laurence Nicole Mengin de Loyer   Director
Jose Luis Panero   Permanent Invitee
Hernan Oliver   Permanent Invitee
Carlos Depalo   Permanent Invitee
Alejandra Naughton   Permanent Invitee
Javier Martinez Huerga   Permanent Invitee
Sergio Gabai   Permanent Invitee
Javier Conigliaro   Secretary

Credit House Limit Committee

        The Credit House Limit committee is composed of at least three members of our Board of Directors, one of whom is the Chairman of the Board. The CEO of the Bank, the Chief Credit Risk Officer ("CCRO") and the Bank's heads of Retail Banking, Corporate Banking and Global Markets, are also members. The CCRO acts as chairman of the committee.

        The Credit House Limit Committee is the highest authority in our and our subsidiaries' credit risk decision-making structure with respect to assessing situations in which any credit approval limit is exceeded.

        Our Credit House Limit committee performs the following functions:

    Approves credit policies and each of our subsidiaries' credit approval limits.

    Reviews and establishes credit risk limits for our subsidiaries relating to facilities, duration, guarantees, special circumstances and environmental risks in connection with financing projects.

    Confirms the credit policies approved by the board of directors of each of our subsidiaries.

    Oversees the performance of each of our subsidiaries' credit committees.

        A quorum is established when more than half of the committee's members are present and requires the presence of the chairman of the committee and at least two directors. A quorum of the majority of members present at the assembly is required to make any decision, and each of the directors may veto such decision. In the case of a tie, our CEO will have the deciding vote.

        The following table sets forth the members of the Credit House Limit committee.

Name
  Position
Chief Credit Risk Officer—Javier Martinez Huerga   Chairman
Julio Patricio Supervielle   Director
Alejandro Emérico Stengel   Director
Jorge Ramirez   Director
Diana Mondino   Independent Director
CEO of Banco Supervielle—Jose Luis Panero   Member
Head of Corporate Banking—German Magnoni   Member
Head of Retail Banking—Nerio Peitiado   Member
Head of Global Markets—Hernan Oliver   Member

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        When the agenda for the meeting relates to policy, the Chief Risk Officer and Head of Credit Risk of Institutional Relations must join as voting members.

Corporate Governance Committee

        The corporate governance committee monitors the implementation and enforcement of the corporate governance code for Grupo Supervielle and its subsidiaries. The corporate governance committee makes sure that we and our subsidiaries comply with the guidelines established by Communication "A" 5201 of the Central Bank, the Capital Markets Law (Ley de Mercado de Capitales) and CNV Rules. Among its duties, the corporate governance committee monitors the structure of our Board of Directors and committees and establishes the basic objectives that the Board of Directors and management must follow with respect to their activities and businesses.

        The corporate governance committee periodically evaluates the operations and compliance levels of the Board of Directors and each of the existing committees, and may issue recommendations to improve efficiency. It also organizes annual training sessions with assistance from the Human Resources Manager. The corporate governance committee works with our Board of Directors, assisting it in evaluating efficiency and the adequacy of our corporate governance policies and those of our subsidiaries, proposing the necessary measures to ensure compliance. The corporate governance committee is also in charge of engaging with local regulators (such as the CNV, Central Bank, MERVAL, MAE and IGJ), international regulators and enforcing agencies, and ensuring compliance with each recommendation or proposal issued by them. The corporate governance committee also makes recommendations to our Board of Directors regarding how to comply with applicable guidelines established by the Basel accords.

        The following table sets forth the members of the corporate governance committee.

Name
  Position
Atilio Dell'Oro Maini   Chairman
Alejandra Naughton   Member
Javier Conigliaro   Member
Sergio Gabai   Member
Julio Patricio Supervielle   Permanent Invited Director
Jorge Oscar Ramirez   Permanent Invited Director
Alejandro Stengel   Permanent Invited Director
María Teresa Gianelli   Secretary

Human Resources Committee

        Our human resources committee was created through the merger of two existing committees: the Nominating, Evaluation and Compensation and Corporate Governance Committee and the Ethics and Compliance Committee.

        The human resources committee approves and monitors our compensation policies. The committee helps create compensation policies and job performance evaluation systems.

        Our human resources committee performs the following functions:

    brings to the Board of Directors proposals for nominations of the directors of Group Supervielle and its subsidiaries and all other officials that the Board of Directors appoints;

    proposes to the Board of Directors compensation policies for the directors;

    carries out an annual report regarding director compensation policies and submits its conclusions and recommendations to the Board of Directors;

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    gathers information about the periodic evaluations of the staff of Group Supervielle and its subsidiaries;

    determines the search method for directors, whether through a third party from an external consulting firm that specializes in human resources or directly; and

    approves any external consulting firm that specializes in human resources.

        The following table sets forth the members of the human resources committee.

Name
  Position
Julio Patricio Supervielle   Chairman
Richard Guy Gluzman   Member Director
Jorge Oscar Ramirez   Member Director
Santiago Batlle   Secretary

Banco Supervielle S.A.'s Board of Directors

        Our main subsidiary, the Bank is managed by its Board of Directors, which is currently comprised of seven members. As of the date of this prospectus, the shareholders present at any annual ordinary meeting may determine the size of the Board of Directors, provided that there shall be no less than three and no more than nine directors, and appoint an equal or lesser number of alternate directors. Any director so appointed will serve for two years. The elections of our Board of Directors are staggered. As of the date of this prospectus, one half of the members of our Board of Directors are elected each year. While directors generally serve two-year terms, in the event of an increase or decrease in the number of directors serving on our board, the shareholders' are authorized to appoint directors for a period of less than two years. Directors may be reelected and will remain on their duties until their replacements take their positions.

        On July 19, 2010, the Board of Directors approved a revised version of the Bank's corporate governance model, which contains most of the recommendations made by the Central Bank and CNV regarding corporate governance. Such model provides guidelines regarding decision-making by our Board of Directors, as well as certain guidelines for the committees reporting to the Board of Directors. This corporate governance model may change in the future in consideration of the recommended guidelines in Communication "A" 5201, approved by the Central Bank on May 9, 2011. Among other things, the model incorporates provisions to the Board of Directors' regulations, such as:

    The Board of Directors shall meet on a monthly basis in order to discuss policies, strategic issues and business, and other customary issues such as provisions, budgetary divergences, portfolios, etc.

    The Board of Directors shall meet on a quarterly basis in order to analyze: (i) operational risks and regulatory compliance, (ii) prevention of money laundering and financing of terrorism, (iii) auditing, (iv) information technology, (v) human resources, (vi) credit risks, and (vii) implementation of the Bank's strategic plan.

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        The following table sets forth information about the members of the Bank's Board of Directors, which is currently comprised of seven members:

Name
  Title   Year of
Election to
the Board
  Date of
Expiration
of Term
  Date of Birth

Julio Patricio Supervielle

  Chairman of the Board     2005     April 15, 2018   December 13, 1956

Richard Guy Gluzman

  First Vice-Chairman of the Board     2011     April 28, 2017   July 11, 1953

Emerico Alejandro Stengel

  Second Vice-Chairman of the Board     2010     April 28, 2017   December 17, 1962

Carlos Martín Noel

  Director     2005     April 28, 2017   March 5, 1948

Laurence Nicole Mengin de Loyer

  Director     2010     April 15, 2018   May 5, 1968

Atilio Dell'Oro Maini

  Director     2011     April 15, 2018   February 13, 1956

Jorge Oscar Ramírez

  Director     2016     April 15, 2018   June 26, 1961

        All of the appointed directors were approved by the Central Bank to be members of the Board of Directors as required by Central Bank regulations, except for Jorge Oscar Ramírez whose appointment has not been approved by the Central Bank as of the date of this prospectus.

        Pursuant to Section 11, Chapter III, Title II of the CNV Regulations, we note that none of the directors qualifies as an independent director.

        Set forth below is a brief biographical description of Carlos Martín Noel. For biographical descriptions of the rest of the Bank's directors, see "Management and Corporate Governance—Our Board of Directors."

        Carlos Martín Noel received a degree in Industrial Engineering from the Universidad Católica Argentina. He completed various technical and management seminar courses at different institutions in Argentina. From 1970 to 1984, he was member of the Board of Directors and held management positions in manufacturing, marketing and IT divisions at the former Noel y Cia. SA, a family owned food company. From 1984 to 1992 he held different management positions in companies in the food industry. In December 1991, he joined the Board of Directors of the then recently created Exprinter Bank and thereafter he was a board member of related banks, such as Banco San Luis, Banco Banex, Banco Regional de Cuyo and the Bank's board until April 2009 when he became Corporate Secretary of the Bank's Board and of our Board. He also held management positions in the Bank's IT, Human Resources and Anti-money Laundering departments, and has been member of different Committees such as the Audit Committee, IT, Anti-money Laundering/Counter-Terrorism Financing, Human Resources and Operational Risk. He currently serves as Director of the Bank and SAM, Chairman of the Board of Sofital, and alternate Director of CCF.

Banco Supervielle S.A.'s Senior Management

        The Bank's senior management is in charge of the implementation and execution of its overall short term and strategic objectives and reports to the CEO. The following table sets forth certain

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relevant information on the Bank's current executive officers and its senior management as of the date of this prospectus:

Name
  Position   Date of Birth   Year of
Appointment
 

José Luis Panero

  Chief Executive Officer   December 29, 1964     2009  

Germán Magnoni

  Head of Corporate Banking   September 24, 1969     2012  

Nerio Peitiado

  Head of Retail Banking   January 12, 1965     2009  

Javier Martínez Huerga

  Chief Credit Officer   January 31, 1958     2012  

Hernán Oliver

  Head of Global Markets   June 2, 1973     2009  

Alejandra Naughton

  Chief Finance Officer   September 22, 1962     2012  

Sergio Gabai

  Head of Risk, Legal, Compliance and AML   April 26, 1967     2012  

Vacant*

  Chief Technology Officer        

Claudia Andretto

  Head of Operations   May 8, 1960     2008  

Leandro Conti

  Head of Internal Audit   February 16, 1972     2007  

Santiago Batlle

  Chief Human Resources Officer   April 16, 1973     2011  

*
This position is temporarily being occupied jointly by Gabriel Grande (Development Systems Manager) and Fabián Romero (Technology and Infrastructure Manager) until the next Chief Technology Officer is appointed.

        Set forth below are brief biographical descriptions of the members of the Bank's senior management.

        José Luis Panero has been the Bank's Chief Executive Officer since April 2009. He received a degree in Economics from Universidad Nacional de Córdoba and a Master's degree in Finance awarded by CEMA. In 2009, he also completed the General Manager Program (GMP 7) at Harvard Business School. From 1988 through 2002 he held several positions at Banco Suquía, including Planning and Capital Markets Manager. From 2002 through 2007, he worked at Banco Banex as Financial Manager and since the merger with the Bank Mr. Panero served as Head of the Bank's Finance and Capital Markets department until April 2009 and Deputy CEO from 2006 to 2009. He was also member of our Board of Directors from 2007 to 2008 and member of the Boards of Directors of Tarjeta, Cordial and Adval. He is also currently Chairman of the Board of Espacio Cordial and SAM.

        Germán Magnoni has been the Bank's Head of Corporate Banking since the year 2012. He graduated as a Public Accountant at the Universidad de Morón. He holds a Master's degree in Business Administration from CEMA. He took part of the Banking Management Program at UTDT and the Advanced Management Program at IAE. He was in charge of the Leasing Department at Banco Supervielle until 2012. At Societé Générale Argentina he led the office of Large Corporations and Fiduciary Business. Before that, he worked for seven years in Corporate Sales at Banco Río (Santander).

        Nerio Peitiado has been the Bank's Head of Retail Banking since August 2009. He holds a degree in Business Administration from Universidad de Buenos Aires and a Master's degree in Business Administration from the University of Texas. From 1994 through 1999 he was an associate at Mc. Kinsey & Co. From 1999 through 2004 he held the position of General Manager at Formatos Eficientes (EKI). From 2004 through 2005 he was General Manager at Valle de las Leñas. From 2005 to August 2009 he was General Director at Entertainment Depot.

        Hernán Oliver has been the Bank's Head of Global Markets since May 2009. He holds a degree in Economics from the Universidad Católica Argentina as well as a Master's degree in Finance from CEMA. Over the 1996 - 1997 period, he worked at Bank of America. From 1997 to 2002, he served as Finance Department Senior Trader at Banco General de Negocios. He then worked at Banco Finansur Finance Department until 2004, when he was hired as the Head of the Trading Desk at Banco Banex

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(at present Banco Supervielle). He has also been appointed as Alternate Director of Mercado Abierto Electrónico, the most important electronic securities and foreign currency trading market in Argentina.

        Claudia Andretto has been the Bank's Head of Operations since May 2008. She holds a degree in Economics from the Universidad de Buenos Aires and participated on the Advanced Regional Management and Leadership Program at IAE. From 1982 through 1994, she worked at Banco Roca where she led the Organization and Methods Department. From 1994 through 1998, she worked at Exprinter Banco S.A. From 1999 through 2001, she worked at Banco San Luis as Product Leader. In 2001, she took office as Banco Banex Organization Manager and remained in that position until 2007. After the merger with the Bank, she continued heading the same department at the Bank until 2008, when she was appointed Head of Operations.

        Leandro Conti has been the Bank's Head of Internal Audit since September 2007. He graduated from the Universidad Nacional de La Plata as a Public Accountant and attended the Advanced Management Program at the IAE Business School and he also holds the CIA (Certified Internal Auditor) certification conferred by the Institute of Internal Auditors. In the period 1997 through 2006, his career progressed at PricewaterhouseCoopers up to the Audit Manager position. From 2006 to 2007, he held the position of Audit Manager at Banco Santa Cruz S.A.

        For the biographies of Mr. Javier Martínez Huerga, Ms. Alejandra Naughton, Mr. Sergio Gabai and Mr. Santiago Enrique Batlle, see "—Our Management"

Committees Reporting to Banco Supervielle S.A.'s Board of Directors

        In accordance with Central Bank regulations, the Bank has several committees under the supervision of its Board of Directors: the audit committee (Communication "A" 2525), the information technology committee (Communication "A" 4609) and the committee on control and prevention of money laundering and financing of terrorism (Communications "A" 4363 and "A" 4459). In addition, the Bank also has a risk management committee and a human resources committee. Each of the Bank's board committees has its own code of regulation. Each committee must report to the Board on a periodical basis and submit an annual report.

Banco Supervielle S.A.'s Audit Committee

        The audit committee is formed by at least two members of the Bank's Board of Directors and its internal audit manager. The Board of Directors appoints the members of the audit committee for a term of two or three years. The CEO is invited to attend the meetings.

        The audit committee is responsible for assisting the Board of Directors in the supervision of the financial statements, controlling compliance with policies, processes, procedures and rules set forth for each of the Bank's business areas and for evaluating and approving the corrective measures proposed by the internal audit area.

        The following table sets forth the members of the audit committee:

Name
  Position
Laurence Nicole Mengin de Loyer   Deputy Chairman
Atilio María Dell'Oro Maini   Director
Leandro Conti   Member
José Luis Panero   Permanent Invitee
Jorge Oscar Ramirez   Permanent Invitee

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Banco Supervielle S.A.'s Information Technology Committee

        The information technology committee is formed by five members, appointed by the Board of Directors. The following table sets forth the members of the information technology committee:

Name
  Position
Richard Guy Gluzman   Chairman
Carlos Noel   Director
Emerico Alejandro Stengel   Director
José Luis Panero   Member
Julieta Montes   Member
Fabián Romero   Member
Eduardo Del Río   Member
Betina Luaces   Member

        The information technology committee is responsible, among other things, for the following activities: (i) controlling the adequate operation of the information technology environment and its efficiency; (ii) taking notice of the information technology and systems plan and reviewing it; (iii) periodically evaluating such plan and the level of compliance with it; (iv) reviewing reports related to information technology; and (v) maintaining an adequate dialogue with the external auditing division of the Superintendency.

Banco Supervielle S.A.'s Committee on the Control and Prevention of Money Laundering and Financing of Terrorism

        The committee on the control and prevention of money laundering and financing of terrorism is formed by six members, two of which are permanent guests. The Board of Directors appoints the members of the control and prevention of money laundering and financing of terrorism committee for a term of 2 or 3 years.

        The committee on the control and prevention of money laundering and financing of terrorism analyzes the general policies and strategies with respect to control and prevention of money laundering and financing of terrorism developed by the senior management and submits such policies and strategies, together with its recommendations, to the Board of Directors in order to get its approval. In addition, this committee is responsible for the application of the general policies and strategies approved by the Board of Directors, approving the internal procedures necessary to assure compliance with the legal framework and policies effective over such areas, promoting the implementation of such policies and controlling compliance.

        The following table sets forth certain relevant information on the members of the committee on control and prevention of money laundering and financing of terrorism:

Name
  Position
Carlos Martín Noel   Chairman
Richard Guy Gluzman   Director
Atilio Dell'Oro Maini   Director
Sergio Gabai   Member
José Luis Panero   Member
Juan Cuccia   Member

Banco Supervielle S.A.'s Risk Management Committee

        The Risk Management Committee sets forth policies and limits to financial risks (including market risk, credit risk, liquidity risk, interest rate risk, exchange risk and other risks) and submits to the Board of Directors the appropriate proposals. Furthermore, this committee supervises the degree of correlation between the risks assumed and the risk profile set forth by the Board of Directors, and analyzes and approves investment and funding policies.

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        The Risk Management Committee is formed by at least three (3) members of the Board of Directors. The CEO, CFO, Head of Global Markets, Chief Credit Officer, Head of Risk, Legal, Compliance and AML, and the Risk Officer are also members of this committee. The Chairman of the Risk Committee of Grupo Supervielle and the Head of Internal Audit are permanent invitees to their meetings.

Banco Supervielle S.A.'s Credit Committee

        The Bank's credit committee is formed by two directors and the Bank's CEO, Chief Credit Officer, the Head of Corporate Banking and certain Corporate Banking Officers. The Chairman of the Risk Committee of Grupo Supervielle is a permanent invitee to their meetings.

Banco Supervielle S.A.'s Human Resources Committee

        The Bank's Human Resources Committee is composed of two directors and the Bank's Chief Human Resources Officer. The Vice Chairman of Grupo Supervielle and the Bank's CEO are permanent invitees to their meetings.

Banco Supervielle S.A.'s other management committees

        The Bank has other management committees, such as the Executive Committee, formed by the CEO and the Senior managers, the Assets and Liabilities Committee, the Retail Banking Credit Committee, and the Operational and Reputational Risk Committee.

Management of Our Other Subsidiaries

        The senior management of our other subsidiaries is in charge of the implementation and execution of those subsidiaries' overall short-term and strategic objectives and reports to the respective CEOs of those companies. The CEO of CCF and Tarjeta is Carlos Depalo, the CEO of SAM is Guillermo Guichandut, the CEO of Supervielle Seguros is Diego Squartini, and the CEO of Espacio Cordial de Servicios is Juan Martin Monteverdi.

        Set forth below are brief biographical descriptions of the CEOs of our other subsidiaries.

        Carlos Depalo has been Chief Executive Officer of Cordial Compañía Financiera since 2011. He graduated from Universidad de Buenos Aires as a Public Accountant and attended the Advanced Management Program at The IAE Business School. Between 2004 and 2011 he worked at GE Money (General Electric) serving as Sales & Marketing Director. During 2004 he held the position of Alternative Channels Manager at Banco Comafi. From 2001 to 2003, he served as Business Planning Manager at Orígenes AFJP. From 1996 to 2001 he held Business Management positions at Banco Río (Santander).

        Guillermo Guichandut (born October 25, 1966) has served as CEO of SAM since 2005. He received a degree in public accounting from Universidad Nacional de la Plata, and has completed a masters in Banking Management at the Universidad del CEMA. He is currently an Adjunct Professor of financial mathematics in the Economics department of the Universidad Nacional de la Plata. He is a member of the Executive Committee of the Argentine Chamber of Mutual Funds and President of its Communication Commission. Mr. Guichandut has vast experience in the financial sector, having worked at Bank of Boston and Banco Société Générale Argentina until his appointment as General Manager at SAM in 2005.

        Diego Squartini has been Chief Executive Officer of Supervielle Seguros since 2013. He obtained a degree in Economics and a Master's degree in Business Management from Universidad Nacional de Cuyo. He also attended the Leadership Program at Universidad Austral. From 2010 to 2013, he served as Regional Manager at Banco Supervielle. From 2004 to 2010 he was the Financial Manager at Banco

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Regional de Cuyo. From 2000 to 2004, he worked as Corporate Business Manager and from 1995 to 2000 as Branch Manager, also at Banco Regional de Cuyo.

        Juan Martin Monteverdi has been Chief Executive Officer of Cordial Servicios since April 2014. He studied Business Management at the Universidad Nacional de Quilmes and took courses in Management, Leadership and Sales at IAE Business School and Universidad Austral. From June 2011 to April 2014 he was the Branch Network Manager at Banco Supervielle. From July 2009 to July 2011 he was the Territorial Manager for Retail Banking and since 2006 he held several managerial positions also at Banco Supervielle.

NYSE Corporate Governance Rules

        Under NYSE rules, foreign private issuers are subject to more limited corporate governance requirements than U.S. domestic issuers. As a foreign private issuer, we must comply with four principal NYSE corporate governance rules: (1) we must satisfy the requirements of Rule 10A-3 relating to audit committees; (2) our CEO must promptly notify the NYSE in writing after any executive officer becomes aware of any non-compliance with the applicable NYSE corporate governance rules; (3) we must provide the NYSE with annual and interim written affirmations as required under the NYSE corporate governance rules; and (4) we must provide a brief description of any significant differences between our corporate governance practices and those followed by U.S.

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companies under NYSE listing standards. The table below briefly describes the significant differences between our domestic practice and the NYSE corporate governance rules.

Section
  NYSE corporate governance rule for U.S. domestic issuers   Our approach
303A.01   A listed company must have a majority of independent directors. "Controlled companies" are not required to comply with this requirement.   Neither Argentine law nor our bylaws require us to have a majority of independent directors.

303A.02

 

No director qualifies as "independent" unless the Board of Directors affirmatively determines that the director has no material relationship with the listed company (whether directly or as a partner, shareholder, or officer of an organization that has a relationship with the company), and emphasizes that the concern is independence from management. The board is also required, on a case by case basis, to express an opinion with regard to the independence or lack of independence, of each individual director.

 


Pursuant to CNV Rules, a director is not independent if such director is:

a) a member of management or an employee of shareholders who hold material holdings in the listed company or of other entities in which these shareholders have material holdings or over which these shareholders exercise a material influence;

b) is currently an employee or has, in the last three years, been an employee of the listed company;

c) a person who has a professional relationship or is part of a company or professional association that maintains professional relations with, or that receives remunerations or fees (other than directors' fees) from, the listed company or from shareholders that have material holdings in the listed company, or with a company in which such shareholders have material holdings or exercise a material influence;

d) a person who has material holdings in the listed company or in an entity that has material holdings in, or exercises a material influence over, the listed company;

e) a person who directly or indirectly provides goods or services to the listed company or to shareholders that have material holdings in or exercise a material influence over the listed company and receives compensation for such services that is substantially higher than that received as director of the listed company; or

f) the member is married or is a family member to an individual who would not qualify as independent.

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Section
  NYSE corporate governance rule for U.S. domestic issuers   Our approach
       

"Material holdings" are shareholdings, either directly or indirectly, that represent at least 15% of the capital stock of the relevant entity, or a smaller percentage when the person has the right to elect one or more directors per class of shares or by having entered into agreements with other shareholders relating to the governance and the management of the relevant entity or of its controlling shareholders.


303A.03

 

The non-management directors of a listed company must meet at regularly scheduled executive sessions without management.

 


Neither Argentine law nor our bylaws require the holding of such meetings and we do not hold non-management directors meetings.

The Argentine Corporate Law provides, however, that the board shall meet at least once every three months, and according to our bylaws, whenever the chairman considers necessary to convene for a meeting.


303A.04

 

A listed company must have a nominating/corporate governance committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. "Controlled companies" are not required to comply with this requirement.

 


Neither Argentine law nor our bylaws require the establishment of a nominating/corporate governance committee. We do not have a nominating/corporate governance committee.

Directors are nominated and appointed by the shareholders.


303A.05

 

A listed company must have a compensation committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. "Controlled companies" are not required to comply with this requirement.

 


Neither Argentine law nor our bylaws require the establishment of a compensation committee. We do not have a compensation committee.

The compensation of our directors is determined at the annual ordinary shareholders' meeting. Additionally, the audit committee must issue an opinion regarding the reasonableness and adequacy of such compensation.


303A.06

303A.07


 

A listed company must have an audit committee with a minimum of three independent directors who satisfy the independence requirements of Rule 10A-3, with a written charter that covers certain minimum specified duties.

 

Argentine law requires the audit committee be composed of three or more members from the Board of Directors (with a majority of independent directors), all of whom must be well-versed in business, financial or accounting matters. In addition, we are required to satisfy the audit committee requirements of Rule 10A-3.

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Section
  NYSE corporate governance rule for U.S. domestic issuers   Our approach
       

The responsibilities of an audit committee, as provided in Law No. 26,831and the CNV standards, are essentially the same as those provided for under Rule 10A-3, including, but not limited to, the following:

a) advise on the Board of Directors' proposal for the designation of external independent accountants and to ensure their independence;

b) oversee our internal control mechanisms and administrative and accounting procedures and assess the reliability of all financial and other relevant information filed with the CNV and other entities to which we report;

c) oversee our information policies concerning risk management;

d) provide the market with complete information on transactions in which there may be a conflict of interest with members of our various corporate bodies or controlling shareholders;

e) advise on the reasonableness of fees or stock option plans for our directors and managers proposed by the Board of Directors;

f) advise on our fulfillment of legal requirements and the reasonableness of the terms of the issuance of shares or other instruments that are convertible into shares in cases of capital increase in which pre-emptive rights are excluded or limited;

g) verify the fulfillment of any applicable rules of conduct; and

h) issue grounded opinions on related-party transactions under certain circumstances and file such opinions with regulatory agencies as required by the CNV in the case of possible conflicts of interest.

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Section
  NYSE corporate governance rule for U.S. domestic issuers   Our approach
303A.08   Shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto, with limited exemptions set forth in the NYSE rules.   We do not currently offer equity-based compensation to our directors, executive officers or employees, and have no policy on this matter.

303A.09

 

A listed company must adopt and disclose corporate governance guidelines that cover certain minimum specified subjects.

 

Neither Argentine law nor our bylaws require the adoption or disclosure of corporate governance guidelines. The CNV Rules contain a recommended Code of Corporate Governance for listed companies and the Board of Directors must include on its annual report, the degree of compliance of such code. We have adopted, as of May 26, 2011, a corporate governance manual.

303A.10

 

A listed company must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.

 

Neither Argentine law nor our bylaws require the adoption or disclosure of a code of business conduct. We, however, have adopted a code of business conduct and ethics that applies to all of our employees.

303A.12

 


a) Each listed company CEO must certify to the NYSE each year that he or she is not aware of any violation by the company of NYSE corporate governance listing standards.

b) Each listed company CEO must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any non-compliance with any applicable provisions of this Section 303A.

c) Each listed company must submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation as and when required by the interim Written Affirmation form specified by the NYSE.


 

Comparable provisions do not exist under Argentine law and CNV standards.

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MAJOR AND SELLING SHAREHOLDERS

        As of May 10, 2016, we had 248,970,528 outstanding shares of common stock, consisting of 126,738,188 Class A shares and 122,232,340 Class B shares, all with a par value of Ps.1.00 per share. Following the global offering, assuming no exercise of the option to purchase additional shares, we will have 332,303,861 outstanding shares of common stock, of which 126,738,188 will be Class A shares and 205,565,673 will be Class B shares. Each share of our common stock represents the same economic interests, except that holders of our Class A shares are entitled to five votes per share and holders of our Class B shares are entitled to one vote per share. As of May 10, 2016, we had seven holders of record of our shares.

        The table below sets forth information concerning the ownership of our Class A and Class B shares as of May 10, 2016 for each of our shareholders. As of such date, none of our Class A or Class B shares were held in the United States nor were there any record holders in the United States.

Shareholder Name
  Class A
Shares 5 votes
  Class B
Shares 1 vote
  Total Shares(1)   Percentage of
Capital Stock(3)
  Total Votes   Percentage
of Votes(3)
 

Julio Patricio Supervielle

    126,738,188     100,436,530     227,174,718     91.25 %   734,127,470     97.12 %

Pilar Isabel Estella Supervielle

        3,200,000     3,200,000     1.29 %   3,200,000     0.42 %

Cecilia Beatriz Coqueugniot

        1,653,444     1,653,444     0.66 %   1,653,444     0.22 %

Mónica Isabel Coqueugniot

        1,653,444     1,653,444     0.66 %   1,653,444     0.22 %

Diana Inés Coqueugniot

        1,653,444     1,653,444     0.66 %   1,653,444     0.22 %

Gabriel Alberto Coqueugniot

        1,653,444     1,653,444     0.66 %   1,653,444     0.22 %

Lankory International S.A.(2)

        11,982,034     11,982,034     4.81 %   11,982,034     1.59 %

Total:

    126,738,188     122,232,340     248,970,528     100.00 %   755,923,280     100.00 %

(1)
The number of our total shares will increase if the Central Bank approves the reorganization of holdings and capital contributions described in "Related Party Transactions—Irrevocable Capital Contributions and Share Transfers".

(2)
Lankory International S.A. is a sociedad anónima incorporated in Uruguay, and registered in the Department of Public Registry of Commerce in Mendoza (Departamento de Registro Público de Comercio en Mendoza). Pilar Isabel Estella Supervielle de Basso is the controlling shareholder of Lankory International S.A.

(3)
The percentages included in this table have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures that precede them.

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        The table below represents the evolution of our capital stock and the material changes in equity participation of our shareholders, in both cases, since January 1, 2012.

Date
  Capital
Stock (Ps.)
  Event   Major Shareholders

July 30, 2012

    840,893   Shareholders' meeting approving capitalization of debt and approving an increase in capital stock.   Julio Patricio Supervielle Class B Shares

December 27, 2012

    1,600,000   Shareholders' meeting approving the conversion of 1,600,000 Class B shares into preferred shares.   Pilar Isabel Estella Supervielle Preferred Shares

October 7, 2015

    124,485,264   Shareholders' meeting approving capitalization of optional reserve and an increase in capital stock.   Paid-in shares were issued to each shareholder in proportion to their holdings

January 14, 2016

    3,200,000   Our Board of Directors acknowledges the conversion of 3,200,000 preferred shares into Class B shares of common stock.   Pilar Isabel Estella Supervielle Class B Shares

January 14, 2016

    3,149,056   Board of Directors acknowledges the transfer of Class B shares from Acalar S.A. to Gabriel A. Coqueugniot, Cecilia B. Coqueugniot, Mónica I. Coqueugniot and Diana I. Coqueugniot   Gabriel A. Coqueugniot, Cecilia B. Coqueugniot, Mónica I. Coqueugniot and Diana I. Coqueugniot Class B Shares

        The following table presents the beneficial ownership of our Class A shares and Class B shares following the global offering, assuming the placement of all shares offered and no exercise of the option to purchase additional shares from us.

Shareholder Name
  Class A
Shares 5 votes
  Class B
Shares 1 Vote
  Total
Shares
  Percentage of
Capital Stock
  Total
Votes
  Percentage
of Votes
 

Julio Patricio Supervielle

    126,738,188     68,618,530     195,356,718     56.68 %   702,309,470     82.47 %

Pilar Isabel Estella Supervielle

        3,200,000     3,200,000     0.93 %   3,200,000     0.38 %

Cecilia Beatriz Coqueugniot

        1,653,444     1,653,444     0.48 %   1,653,444     0.19 %

Mónica Isabel Coqueugniot

        1,653,444     1,653,444     0.48 %   1,653,444     0.19 %

Diana Inés Coqueugniot

        1,653,444     1,653,444     0.48 %   1,653,444     0.19 %

Gabriel Alberto Coqueugniot

        1,653,444     1,653,444     0.48 %   1,653,444     0.19 %

Lankory International S.A. 

        11,982,034     11,982,034     3.48 %   11,982,034     1.41 %

Public Float

        127,500,077     127,500,077     36.99 %   127,500,077     14.97 %

Total:

    126,738,188     217,914,417     344,652,605     100.00 %   851,605,357     100.00 %

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        The following table presents the beneficial ownership of our Class A shares and Class B shares following the global offering, assuming the placement of all shares offered and full exercise of the option to purchase additional shares from us.

Shareholder Name
  Class A
Shares 5 votes
  Class B
Shares 1 Vote
  Total
Shares
  Percentage of
Capital Stock
  Total
Votes
  Percentage
of Votes
 

Julio Patricio Supervielle

    126,738,188     68,618,530     195,356,718     53.70 %   702,309,470     80.66 %

Pilar Isabel Estella Supervielle

        3,200,000     3,200,000     0.88 %   3,200,000     0.37 %

Cecilia Beatriz Coqueugniot

        1,653,444     1,653,444     0.45 %   1,653,444     0.19 %

Mónica Isabel Coqueugniot

        1,653,444     1,653,444     0.45 %   1,653,444     0.19 %

Diana Inés Coqueugniot

        1,653,444     1,653,444     0.45 %   1,653,444     0.19 %

Gabriel Alberto Coqueugniot

        1,653,444     1,653,444     0.45 %   1,653,444     0.19 %

Lankory International S.A. 

        11,982,034     11,982,034     3.29 %   11,982,034     1.38 %

Public Float

        146,625,087     146,625,087     40.31 %   146,625,087     16.84 %

Total:

    126,738,188     237,039,427     363,777,615     100.00 %   870,730,367     100.00 %

Selling Shareholder Information

        The following table sets forth information concerning our selling shareholder.

Name
  Material relationships with
us within the past three years
  Number of
Class B
shares
being sold
  % of
capital
stock
currently
held
  % of capital
stock
immediately
after this
offering(1)
  Domicile

Julio Patricio Supervielle

  Mr. Supervielle is our CEO and the chairman of our Board of Directors, and he is the chairman of the Bank, CCF, Tarjeta and Viñas del Monte, and a director of Cordial Microfinanzas.     31,818,000     91.25 %   56.68 % Bartolomé Mitre 434, 5th Fl. C1036AAH Buenos Aires Republic of Argentina

(1)
Assuming the option to purchase additional shares is not exercised and 100% of Class B shares (which may be represented by ADSs) are sold in the global offering.

        Following this offering, 68,618,530 Class B shares will be owned by Julio Patricio Supervielle, our controlling shareholder, assuming that 100% of the shares he is offering are sold in the global offering. In connection with this offering, Julio Patricio Supervielle has entered into a lock-up agreement preventing the sale of such shares for 180 days from the date of this prospectus, subject to certain exceptions. See "Underwriting." Other than this offering, we are not aware of any plans by any of our shareholders to dispose of significant numbers of Class B shares. However, after the expiration of the lock-up period, Julio Patricio Supervielle, or other existing shareholders, may dispose of significant numbers of our Class B shares. We cannot predict what effect, if any, future sales of our shares, or the availability of our Class B shares for future sale will have on the market price of our Class B shares from time to time.

Share Ownership of Banco Supervielle S.A.

        As of December 31, 2015, the Bank had 456,140,089 outstanding shares of common stock, consisting of 930,371 Class A shares and 455,209,718 Class B shares, all with a par value of Ps.1.00 per share. Each share of the Bank's common stock represents the same economic interests, except that holders of its Class A shares are entitled to five votes per share and holders of Class B shares are entitled to one vote per share.

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        The following table sets forth information regarding the ownership of the Bank's Class A and Class B shares as of December 31, 2015:

Shareholder Name
  Class A
Shares 5 votes
  Class B
Shares 1 Vote
  Total
Shares
  Percentage of
Capital Stock
  Total
Votes
  Percentage
of Votes
 

Grupo Supervielle, S.A.(1)

    830,698     431,269,835     432,100,533     94.73 %   435,423,325     94.69 %

Julio Patricio Supervielle

        10,428,989     10,428,989     2.29 %   10,428,989     2.27 %

Sofital S.A.F.e I.I. 

    49,667     12,702,599     12,752,266     2.80 %   12,950,934     2.82 %

Other shareholders

    50,006     808,295     858,301     0.19 %   1,058,325     0.23 %

Total:

    930,371     455,209,718     456,140,089     100.00 %   459,861,573     100.00 %

(1)
Mr. Supervielle's contribution of 8,142,476 Class B shares of the Bank in Sofital is subject to Central Bank approval.

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RELATED PARTY TRANSACTIONS

        Other than as set forth below, we are not a party to any material transactions with, and have not made any loans to any (i) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by us; (ii) associates (i.e., an unconsolidated enterprise in which we have a significant influence or which has significant influence over us); (iii) individuals owning, directly or indirectly, an interest in our voting power that gives them significant influence over us, as applicable, and close members of any such individual's family (i.e., those family members that may be expected to influence, or be influenced by, that person in their dealings with us, as applicable); (iv) key management personnel (i.e., persons that have authority and responsibility for planning, directing and controlling our activities, including directors and senior management of companies and close members of such individual's family); or (v) enterprises in which a substantial interest is owned, directly or indirectly, by any person described in (iii) or (iv) over which such a person is able to exercise significant influence nor are there any proposed transactions with such persons. For purposes of this paragraph, this includes enterprises owned by our directors or major shareholders that have a member of key management in common with us, as applicable. In addition, "significant influence" means the power to participate in the financial and operating policy decisions of the enterprise, but means less than control. Shareholders beneficially owning a 10% interest in our voting power are presumed to have a significant influence on us.

Management Services

        To the extent that there are no conflicts of interest, we lend management services to our subsidiaries, the Bank, Tarjeta, Cordial Microfinanzas, SAM, Sofital, CCF and Espacio Cordial. We also have provided management services to Adval, which was one of our subsidiaries until May 30, 2014, when we entered into an agreement to sell 100% of our stake in Adval to unrelated third parties. Since 2009, we have also rendered management services to our subsidiary Viñas del Monte S.A. Our services include: financial and commercial advisory services, fiscal planning and optimization, defining auditing policies, developing and evaluating upper management, elaborating annual budgets, planning and developing complementary activities and defining the mission of related companies and policies related to social responsibility. These services are provided pursuant to agreements that provide that our subsidiaries will indemnify us for any claim, damage, liability, tax, cost and expense incurred or suffered by us in connection with financial transactions in which such subsidiaries were engaged. The management's fees are equal to the ordinary and extraordinary costs incurred plus a mark-up of 20% plus 21% VAT. If the services to be provided are of an extraordinary nature, we have the right to additional compensation, the amount of which shall be determined in each case.

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        The following table sets forth information regarding fees received from our subsidiaries and related parties for our management services for the periods indicated:

 
  Year ended December 31,  
 
  2015   2014   2013  
 
  (in thousands of Pesos, plus VAT)
 

Bank

  Ps. 20,800   Ps. 19,532   Ps. 18,262  

Tarjeta

    288     240     240  

Cordial Microfinanzas

    107     90     103  

SAM

    317     256     244  

Adval

        24     59  

Sofital

    60     60     60  

Viñas del Monte

    12     12     11  

CCF

    2,028     1,769     1,984  

Espacio Cordial

    156     126     120  

Total. 

    23,766     22,109     21,082  

        On March 1, 2016 we entered into an agreement with the Bank for the provision of accounting, treasury and legal services.

Offer to Provide Operator Services

        In March 2016, we entered into an agreement with the Bank pursuant to which the Bank will provide accounting, administrative and treasury services to us. We will pay the Bank Ps.32.000 (plus 21% VAT) per month for such services. In addition, we will pay the Bank Ps.8.000 (plus 21% VAT) per month for institutional services. The Bank's services include, among others: accounting records of daily transactions and closing entries, preparation of financial statements, management of accounting records, management of institutional relations, structuring and management of funding instruments, liquidity investment operations management, maintenance of our corporate records, management of compliance with disclosure requirements, registration of corporate acts and compliance with information requirements. The term of the agreement is one year and may be renewed automatically at maturity for equal and successive periods.

Trademark Licenses

        In 2013, we signed agreements with Espacio Cordial, CCF and Cordial Microfinanzas granting them licenses to use certain of our trademarks (including our trademarks for "Cordial," "Cordial Servicios," "Cordial.com," "Cordial Servicios Pensados para vos," "Cordial mucho más que efectivo," "Cordial Negocios," "Cordial Negocios un impulso para tus proyectos"). We granted these trademark licenses to these subsidiaries to enhance the marketing of certain their products and services related to insurance, health, tourism, credit cards and loans, among others. Pursuant to these agreements, we received fees from these companies in 2015 and 2014 in a total amount of Ps.3.3 million and Ps.2.5 million, respectively.

Financial Loans

        As of December 31, 2015, (i) there were no outstanding loans by Grupo Supervielle to Grupo Supervielle's subsidiaries or related parties; and (ii) Grupo Supervielle had guaranteed certain obligations of its subsidiaries or related parties in the ordinary course of business. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Funding—Financings."

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        As of December 31, 2014 and 2013, the Bank had granted CCF loans for Ps.300.0 million and Ps.204.0 million at interest rates of 26.0% and 27.0%, respectively, and as of such dates the outstanding balances of these loans were Ps.300.4 million and Ps.204.3 million, respectively. As of December 31, 2015, there was no outstanding loan from the Bank to CCF.

        As of December 31, 2015, 2014 and 2013, CCF had granted Microfinanzas S.A. loans for Ps.17.8 million, Ps.17.8 million and Ps.13.1 million at interest rates of 30%, 30.0% and 27.0%, respectively, and as of such dates the outstanding balances of these loans were Ps.18.0 million, Ps.18.1 million and Ps.13.3 million, respectively.

        As of December 31, 2013, CCF had granted Tarjeta loans for Ps.16.6 million at an interest rate of 26.0%, and as of such date the outstanding balance on this loan was Ps.16.9 million. As of December 31, 2015 and 2014, there was no outstanding loan from CCF to Tarjeta.

        As of December 31, 2015, 2014 and 2013, the Bank had granted the following overdraft agreements to the parties indicated below:

    (i)
    As of December 31, 2014 we were granted overdraft agreements in a total amount of Ps.300.0 million at interest rate of 23.0%. As of December 31, 2014 the outstanding balances on such agreements were Ps.60.5 million. As of December 31, 2015 and 2013, we had no loans with the Bank;

    (ii)
    As of December 31, 2015, 2014 and 2013, Tarjeta was granted overdraft agreements for Ps.50.0 million, Ps.68.0 million and Ps.40.0 million at interest rates of 35.0%, 27.0% and 26.0%, respectively. As of December 31, 2015, 2014 and 2013, the outstanding balances on such agreements were Ps.82.2 million, Ps.55.3 million and Ps.5.1 million, respectively;

    (iii)
    As of December 31, 2015, 2014 and 2013, Cordial Microfinanzas was granted overdraft agreements for Ps.75.0 million, Ps.33.0 million and Ps.19.5 million, at interest rates of 35.0%, 27.0% and 26.0%, respectively. As of December 31, 2015, 2014 and 2013, the outstanding balances on such agreements were Ps.67.6 million, Ps.16.0 million and Ps.19.8 million, respectively; and

    (iv)
    As of December 31, 2015, 2014 and 2013, Viñas was granted overdraft agreements for Ps.5.0 million, Ps.4.5 million and Ps.2.2 million at interest rates of 35.0%, 27.0% and 26.0%, respectively. As of December 31, 2015, 2014, and 2013, the outstanding balances on such agreements were Ps.2.8 million, Ps.4.3 million and Ps.1.9 million, respectively.

        Some of our directors and the directors of the Bank have been involved in certain credit transactions with the Bank as permitted by Argentine law. The Argentine Corporate Law and the Central Bank's regulations allow directors of a limited liability company to enter into a transaction with such company if such transaction follows prevailing market conditions. Additionally, a bank's total financial exposure to related individuals or legal entities is subject to the regulations of the Central Bank. Such regulations set limits on the amount of financial exposure that can be extended by a bank to affiliates based on, among other things, a percentage of a bank's RPC.

        The Bank is required by the Central Bank to present to its Board of Directors, on a monthly basis, the outstanding amounts of financial assistance granted to directors, controlling shareholders, officers and other related entities, which are transcribed in the minute books of the Board of Directors. The Central Bank establishes that the financial assistance to directors, controlling shareholders, officers and other related entities must be granted on an equal basis with respect to rates, tenor and guarantees as loans granted to the general public.

        The financial assistance granted to our directors, officers and related parties by the Bank was granted in the ordinary course of business, on substantially the same terms, including interest rates and

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collateral, as those prevailing at the time for comparable transactions with other non-related parties, and did not involve more than the normal risk of collectability or present other unfavorable features.

        The following table presents the aggregate amounts of total consolidated financial exposure of the Bank to related parties, the number of recipients, the average amounts and the single largest exposures as of the end of the periods indicated.

 
  As of December 31  
 
  2015   2014   2013  
 
  (in thousands of Pesos)
 

Aggregate total financial exposure

  Ps. 207,787   Ps. 161,782   Ps. 62,363  

Number of recipient related parties

    79     75     57  

(a) individuals

    70     66     47  

(b) companies

    9     9     10  

Average total financial exposure

    2,630     2,157     1,094  

Single largest exposure

    73,499     60,575     20,314  

Stock Purchase and Exchange of Shareholdings

        On November 9, 2012, we submitted an offer to the Bank to acquire certain irrevocable capital contributions that the Bank had made to Viñas del Monte. The Bank accepted the offer and as a result we acquired the rights over the irrevocable contributions in the form of future capital increases for a nominal amount of Ps.2.5 million for a total of Ps.4.520 million.

        On March 6, 2014, an extraordinary shareholders' meeting of Viñas del Monte voted to capitalize the irrevocable capital contribution, pursuant to which our interest in Viñas increased to 99.0%. The issuance of new shares is pending with the Directory of Legal Persons of the Province of Mendoza. As of December 31, 2014, we held a 99.8% interest in the share capital and voting power of Viñas del Monte.

        On September 24, 2015, an ordinary shareholders' meeting of Viñas del Monte voted to increase the capital stock by Ps.4.0 million. Of that amount, we contributed a total of Ps.3.530 million.

        On December 12, 2014, we purchased from Julio Patricio Supervielle 635,199 shares of Cordial Microfinanzas for a total of Ps.1.8 million, amounting to 6.33% of its capital stock.

Credit Card Portfolio Transfers

        In recent years, CCF has transferred a portion of its credit card portfolio to the Bank under the following terms: (i) the transfers were made in accordance with Central Bank regulations governing these types of market transactions; (ii) the transfers were made without recourse for CCF; and (iii) CCF retained custody of the portfolio's documentation, administration and collection, for which the Bank pays a monthly fee.

        The amounts transferred were Ps.132.2 million in March 2012, Ps.51.2 million in May 2012, Ps.23.6 million in August 2012, Ps.51.9 million in June 2014, Ps.119.8 million in June 2015 and Ps.18.5 million in July 2015.

Loan Portfolio Transfers

        On June 24, 2015, CCF transferred Ps.119.8 million of its personal loans to the Bank under the following terms: (i) the transfers were made in accordance with Central Bank regulations governing these types of market transactions ; (ii) the transfers were made with recourse for CCF; and (iii) CCF retained custody of the portfolio's documentation, administration and collection. The price paid for this transaction was $156.9 million.

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Irrevocable Capital Contributions and Share Transfers

        On February 23, 2011, the Bank requested the Central Bank's authorization to carry out a transaction under which Julio Patricio Supervielle would make an irrevocable capital contribution to Sofital of Ps.10.8 million to be paid in the form of a transfer of 8,142,476 Class B shares of the Bank, or 2.3% of the Bank's capital stock, to Sofital, and, subsequently, contribute 10,239,196 shares of Sofital to Grupo Supervielle. On April 8, 2011, the general shareholders' meeting of Sofital voted, subject to Central Bank approval, to capitalize Julio Patricio Supervielle's capital contribution to Sofital, increasing Sofital's capital stock by 10,778,134 ordinary, nominative, non-endorsable shares of Ps.1.00 nominal value each and entitled to one vote each. This capital increase was issued with an additional paid-in capital equivalent to Ps.1.5844 per share. As of the date of this prospectus, approval from the Central Bank is still pending and no estimate can be provided with respect to when it will be approved.

        If the Central Bank approves the above-mentioned transaction, Julio Patricio Supervielle will make the capital contribution to Grupo Supervielle in the form of 10,239,196 of newly-issued Sofital shares. As a result of this transaction, the number of Grupo Supervielle's total shares will increase and the capital contribution to Grupo Supervielle of Sofital shares will be addressed at a shareholders' meeting, in accordance with applicable regulations.

        On March 30, 2012, we made an irrevocable capital contribution to Cordial Microfinanzas of Ps.0.4 million for future capital increases. On August 29, 2012, Cordial Microfinanzas capitalized the contribution and we received 119,085 shares of Cordial Microfinanzas.

        On July 30, 2012 a shareholders' meeting approved the capitalization of our debt that Julio Patricio Supervielle held for US$2,003,889 and an increase in capital stock of 840,893.

        On October 2, 2012, the Board of Directors resolved to create Espacio Cordial. Espacio Cordial has authorized capital of Ps.1 million representing 1,000 common shares of which we own 95% and Sofital owns the remaining 5%.

        In June 2013, we made a contribution of capital of Ps.0.4 million to Sofital, increasing our stake in Sofital's capital stock to 95.03%.

        On June 6, 2013, we acquired 95% of the shares of Aseguradores de Créditos del Mercosur S.A.(renamed to Supervielle Seguros) and the remaining 5% was transferred to Sofital. On June 25, 2013, our Board of Directors approved the capital contribution in Supervielle Seguros of Ps.3,505,670, increasing the share capital from Ps.1,625,000 to Ps.5,131,670.

        We made capital contributions to Supervielle Seguros of Ps.4.8 million and Ps.12.5 million on February 25, 2014 and November 26, 2014, respectively. As a result we own 1,393,391 common shares of Supervielle Seguros. The capital contribution of November 26, 2014 is pending the approval by the National Superintendency of Insurance.

        On May 30, 2014, we and Sofital entered into an agreement for the sale of 100% of the shares of Adval S.A. to CAT Technologies S.A. The purchase price is scheduled to be paid in installments due between July 2014 and July 2019. As of December 31, 2015, Grupo Supervielle S.A. recorded a credit of Ps.4.0 million and Sofital S.A. of Ps.0.1 million.

        On June 30, 2015, we and the Bank made capital contributions to Cordial Microfinanzas for a total amount of Ps.11.0 million.

        On June 30, 2015, we and Sofital made capital contributions to Espacio Cordial for a total amount of Ps.16.0 million.

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DESCRIPTION OF BYLAWS AND CAPITAL STOCK

General

        Prior to the global offering, our share capital is Ps. 248,970,528, and is represented by 126,738,188 Class A shares with a par value of Ps.1.00 each and five votes per share and 122,232,340 Class B shares with a par value of Ps.1.00 each and one vote per share. The share capital is fully subscribed and paid-in.

        As of the date of this prospectus, our outstanding shares are issued in registered non-endorsable form. However, on September 15, 2015 our Board of Directors decided to convert our registered non-endorsable shares into book-entry shares and appointed Caja de Valores S.A. as registrar of such book-entry shares. Pursuant to applicable regulation, such conversion will be effective only after the authorization of the public offering of our Class B shares is obtained. We expect that following the global offering, the shares representing our capital increase will be issued in book-entry form.

        At the extraordinary shareholders' meeting held on October 7, 2015, our shareholders approved a capital increase of up to an aggregate amount of Ps.192,000,000 million to permit the issuance of up to 167,000,000 Class B shares in the global offering and up to an additional 25,000,000 Class B shares pursuant to the international underwriters' option to purchase additional shares. Our existing shareholders have preemptive rights to subscribe all such Class B shares in a number sufficient to maintain their proportionate holdings in our total capital stock. In addition, our existing shareholders have accretion rights, which permit them to subscribe Class B shares that are not subscribed by other existing shareholders in proportion to the percentage of shares for which subscribing existing shareholders have exercised their preemptive rights. Our existing shareholders of common stock, including the selling shareholder, have waived the exercise of their preemptive and accretion rights relating to all Class B shares to be issued in connection with the offering and pursuant to the international underwriters' option to purchase additional shares, representing 100% of the preemptive and accretion rights with respect to our capital increases. New shareholders will not have such preemptive and accretion rights in respect of this capital increase but will have such rights in respect of any further capital increase. We will not issue the shares representing the portion of the capital increase not sold in the global offering or the shares representing the portion of the option to purchase additional shares granted to the international underwriters not exercised by such international underwriters.

        Following the global offering, assuming: the placement of all shares offered and no exercise of the option to purchase additional shares, our authorized and issued capital stock will be 332,303,861.

        Following the global offering, assuming: the placement of all shares offered and full exercise of the option to purchase additional shares, our authorized and issued capital stock will be 347,928,861.

Corporate Purpose

        Our bylaws set forth in Article 4 that our corporate purpose is to carry out financial activities, within or outside of Argentina, either on our own account, or on account of a third party or associated with a third-party, by providing capital, in cash or otherwise, to other existing or newly created companies, assuming their control or not (with the limitations set forth in Section 30 and related sections of the Argentine Corporate Law), or to individuals, as well as stock trading, shares, debentures and all types of securities, the issuance of guarantees, constitution or transfer of secured loans, whether real or not, excluding transactions provided under the Financial Institutions and any other law that requires public bidding. We may exercise mandates, representations, agencies and commissions for all transactions related to financial activity and manage assets and businesses of corporations, persons or entities located in Argentina or abroad. To that extent, and according to our bylaws, we have full legal

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capacity to acquire rights, incur obligations and exercise any kind of acts not prohibited by law or by our bylaws.

Rights, Preferences and Restrictions of Each Class of Common Shares

        Our Class A shares are entitled to five votes each and our Class B shares are entitled to one vote each during shareholders' meetings, as established in subsection (a) of Article Six of our bylaws.

        However, Class A shares are entitled to only one vote with regard to certain issues detailed in the last paragraph of Article 244 of the Argentine Corporate Law, such as: (i) change of our corporate structure; (ii) our early dissolution; (iii) our relocation abroad; (iv) a fundamental change in our corporate purpose; or (v) total or partial recapitalization of our statutory capital after a loss. The provisions set forth in Article 244 of the Argentine Corporate Law will not apply to the surviving entity in a merger or a split-up. Also, under Article 284 of the Argentine Corporate Law, Class A shares are entitled to only one vote in the election of syndics.

        Upon request from a shareholder of Class A shares, our Board of Directors must convert all or part of such shareholder's Class A shares into Class B shares at an exchange rate of one Class B share per one Class A share. Before making the exchange, the Board will verify that there are no restrictions that prohibit or limit the exchange (subsection b) of Article Six of the bylaws.

        A two thirds vote by our Class A shares is required, regardless of the percentage of capital they represent, in order for us to duly resolve a merger with another company, our voluntary dissolution, our relocation abroad, and the fundamental change in our corporate purpose (subsection d) of Article Six of the bylaws.

        Any person who directly or indirectly acquires through any means or title Class B shares, or any of our stock convertible into Class B shares, in an amount which gives that person control over more than 3% of all Class B shares, must inform us of this within five days (5) of completing the acquisition which causes them to exceed this 3% threshold (subsection e) of Article Six of our bylaws.

        The provisions of subsection (f) of Article Six of our bylaws authorize the total or partial redemption of fully paid-in shares, which must be made on the terms provided in Article 223 of the Argentine Corporate Law (including the condition that the shareholders' meeting set a fair price with respect to the shares to be redeemed) and such other terms as may be determined by our Board of Directors. This partial or total redemption must be approved by the affirmative vote of the absolute majority of the present votes at an extraordinary shareholders' meeting.

Preferred Shares

        Preferred shares may only be issued with the prior approval by a shareholders' general meeting.

        The Argentine Corporate Law and our bylaws permit our shareholders to issue preferred shares and determine their rights during a general shareholders' meeting. These preferred shares may be entitled to accumulated and non-accumulated fixed dividends, with or without additional participation.

        Holders of preferred shares may also have other privileges, such as in the event of liquidation. Holders of preferred shares may also have a right to vote. Additionally, if holders of preferred shares are not paid dividends they shall be entitled to vote. They shall also have a right to vote with respect to special issues, such as a change in our corporate structure, a merger into another company (where we are not the surviving company and the surviving company does not trade on an exchange), early liquidation, our relocation abroad, total or partial recapitalization of our statutory capital after a loss and a fundamental change in our corporate purpose as it is described in our bylaws.

        On December 27, 2012, our extraordinary shareholders' meeting approved the conversion of 1,600,000 Class B shares into preferred shares that were not entitled to voting rights except for

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(i) matters included in the fourth paragraph of Article 244 of the Argentine Corporate Law; and (ii) in any situation in which the preferred shareholders were delayed in receiving the benefits to which they were entitled.

        On October 7, 2015, our extraordinary shareholders' meeting approved the issuance of an additional 1,600,000 preferred shares. On January 14, 2016, Pilar Isabel Estella Supervielle converted her 3,200,000 preferred shares into Class B shares of common stock. As of the date of this prospectus, no preferred shares are outstanding. Pilar Isabel Estella Supervielle, received dividends in respect of the preferred shares for the fiscal year ended December 31, 2015 of Ps.5,962,000, pursuant to resolution of our ordinary and extraordinary shareholders' meeting held on April 19, 2016. In addition, she retains a proportional right to any declared dividends in respect of the preferred shares for the fiscal year ended December 31, 2016 for the period from January 1, 2016 to January 14, 2016, when her preferred shares were converted. Pilar Isabel Estella Supervielle is entitled to an annual non-cumulative preferred dividend of Ps.1.0 per share and her preference will be adjustable according to the following formula: Pn+1=Pn (1+ Bn) where "Pn+1" is the preference of the year "n" plus one; "Pn" is the preference of the year "n"; and "Bn" is Badlar rate, in Ps., published by the Central Bank as of December 31 of the "n" year.

Shareholders' Liability

        Shareholders' liability for the losses of a company is limited to the value of the shareholder's shareholdings in the company. According to the Argentine Corporate Law, however, shareholders who have a conflict of interest with the company with respect to certain matters and who do not abstain from voting on such matters may be held liable for damages to the company, provided that their votes were necessary for the adoption of the relevant decision. In addition, shareholders who voted in favor of a resolution that is subsequently declared void by a court as contrary to Argentine laws or a company's bylaws (or regulations, if any) may be held jointly and severally liable for damages to such company, other shareholders or third parties resulting from such resolution. See also "Risk Factors—Risks Relating to Our Class B Shares and the ADSs—Our shareholders may be subject to liability for certain votes of their securities."

Preemptive Rights and Accretion Rights

        According to the Argentine Corporate Law and Article Six, (subsection c) of our bylaws, in the event of a capital increase, holders of common shares of any class have a preferential right, in proportion to the number of shares they hold, to subscribe to additional shares of the same class as those they own. Holders of preferred shares have a preemptive right to subscribe only with respect to the issuance of preferred shares. Preemptive rights will also be given in the event of an issuance of preferred shares or convertible securities, but will not apply in the event of a conversion of such convertible securities.

        According to Article 15 of our bylaws and Section 216 of the Argentine Corporate Law, no shares issued after this offering may be entitled to multiple votes, except as permitted by applicable law.

        According to Article 194 of the Argentine Corporate Law, shareholders who would have exercised their right to a preemptive subscription and who have indicated their intention to exercise their right to accrue will have the right to assume the preemptive subscription rights of shareholders who do not exercise their right, in proportion to the number of shares bought by said shareholders upon exercising their right to preemptive subscription. The right to a preemptive subscription must be exercised within 30 days of the announcement to shareholders that they can exercise their right. Such announcement must be published for a period of three days in the Official Gazette and in an Argentine newspaper of wide circulation. According to the Argentine Corporate Law, companies that are authorized by the CNV to make public offers of their securities may, upon authorization of an extraordinary shareholders' meeting held in the same place and manner as other shareholders' meetings, reduce this

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period to 10 days. Any shares which are not subscribed by shareholders pursuant to their preemptive subscription right or right to accrue may be offered to third parties.

Appraisal Rights

        Whenever our shareholders approve:

    A merger or spin-off in which we are not the surviving corporation, unless the acquirer's shares are authorized for public offering or listed on any stock exchange;

    A transformation of our corporate legal status;

    A fundamental change in our corporate purpose;

    A change in our domicile outside Argentina;

    A voluntary termination of the public offering or listing authorization;

    A decision in favor of our continuation upon delisting or cancellation of our public offering authorization; or

    A total or partial recapitalization following a mandatory reduction of our capital or liquidation.

any shareholder that voted against such action or did not attend the relevant meeting may exercise appraisal rights, that is, the rights to withdraw and have its shares cancelled in exchange for the book value of its shares, determined on the basis of our latest balance sheet prepared, or that should have been prepared, in accordance with Argentine laws and regulations, provided that such shareholder exercises its appraisal rights within the time frame set forth below.

        Appraisal rights must be exercised within five (5) days following the meeting at which the resolution was adopted in the event of a dissenting shareholder that voted against such resolution, or within 15 days following such meeting in the case of a dissenting shareholder that did not attend the meeting and who can prove that it was a shareholder at the date of the meeting. In the case of mergers or spinoffs involving an entity authorized to make public offering of its shares, appraisal rights may not be exercised if the shares to be received as a result of the transaction are listed in any stock exchange. Appraisal rights are terminated if the resolution giving rise to such rights is overturned at another shareholders' meeting held within 60 days from the last day for our attending shareholders to exercise their appraisal rights.

        Payment of appraisal rights must be made within one year of the date of the shareholders' meeting at which the resolution was adopted, except where the resolution that gave rise to such rights was to delist the capital stock of the company or to reject a public offering or listing proposal, in which case the payment period is reduced to 60 days from the meeting at which the resolution was adopted or from the publication of the notice informing the delisting or rejection of the public offering or listing of the capital stock.

        Because of the absence of legal precedent directly on point, there is doubt as to whether holders of ADSs will be able to exercise appraisal rights either directly or through the depositary with respect to Class B shares in the form of ADSs.

Registration Requirements of Foreign Companies that Hold Class B Shares Directly

        Under the Argentine Corporate Law, foreign companies that hold shares directly (and not as ADSs) in an Argentine company must register with the IGJ in order to exercise certain shareholder rights, including voting rights. The registration requires the filing of corporate and accounting documents in order to demonstrate that the foreign shareholder's principal activity is performed outside

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Argentina. Therefore, it will have to prove that it is entitled to conduct business in its place of incorporation and meets certain foreign assets requirements.

Liquidation Rights

        In the case of our liquidation or dissolution, our assets will be applied to satisfy our outstanding liabilities and proportionally distributed first among our holders of preferred stock, if any, as per the terms of the preferred stock, if any. If any surplus remains, it will be proportionally distributed among holders of our common stock. Our liquidation will be carried out by the Board of Directors or by the liquidator or liquidators appointed by a shareholders' meeting, under the surveillance of the Supervisory Committee.

Meetings of Shareholders and Voting Rights

Notice of Meetings

        Notices of shareholders' meetings are governed by the provisions of our bylaws, the Argentine Corporate Law and Law No. 26,831. Notice of shareholders' meetings must be published for five days in the Official Gazette, in an Argentine newspaper of wide circulation and in the publications of Argentine authorized markets in which the shares are listed and traded, at least 20 days but not more than 45 days prior to the date on which the meeting is to be held and must include information regarding the type of meeting to be held, the date, time and place of such meeting and the agenda. If a quorum is not available for such meeting, a notice for a second meeting, which must be held within 30 days from the date on which the first meeting was called, must be published for three days, at least eight days before the date of the second meeting. The above-described notices of shareholders' meetings may be effected simultaneously, in the case of ordinary meetings, in order for the second meeting to be held on the same day as the first meeting, one hour after, except in certain circumstances. Shareholders' meetings may be validly held without notice if all shares of our outstanding capital stock are present and resolutions are adopted by unanimous vote of such shares.

        The quorum for an ordinary shareholders' meeting is the majority of the share capital entitled to vote. The quorum for an extraordinary meeting is at least 60% of the share capital entitled to vote. Shareholders may attend in person or by proxy. Directors, syndics, members of the Supervisory Committee, managers and employees of the Company may not hold proxies in representation of shareholders. If the quorum is not achieved, meetings may be reconvened with lower quorum requirements. According to our bylaws, the quorum for the second meeting of an extraordinary meeting will be satisfied with any presence of shareholders. Decisions at an ordinary or extraordinary shareholders' meeting require the affirmative vote of the absolute majority of the present votes. In addition, pursuant to the provisions of Article Sixteen of our bylaws, as amended at our extraordinary shareholders' meeting held on May 5, 2016, any amendment to Article Six paragraph (g) of our bylaws requires the affirmative vote of the absolute majority of the present votes of Class B shareholders. Class B shares are entitled to one vote per share. Class A shares are entitled to five votes per share, except in those cases described below.

        The Argentine Corporate Law requires that certain resolutions, such as early dissolution, major changes in corporate purpose or the transfer of a company's legal domicile abroad, be decided by the majority of all outstanding shares and without allowing multiple votes per share, except in the case of the surviving entity in a merger or a split-up. Under Article 284 of the Argentine Corporate Law, Class A shares are entitled to one vote only in the election of syndics. Our bylaws require a two thirds vote by Class A shares, regardless of the percentage of capital they represent, in order for us to duly resolve a merger with another company, our voluntary dissolution, our relocation abroad, and the fundamental change in our corporate purpose (subsection d) of Article six of the bylaws).

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Election of Directors

        The board is made up of the number of members determined at the ordinary shareholders' meeting, between a minimum of three and a maximum of nine directors. The shareholders may appoint as many alternate directors as there are effective directors, and for the same term in order to cover any vacancy and in the order in which they were elected.

        Board members are appointed at the annual ordinary shareholders' meeting.

        Directors will be elected for a term of two years when the Board is composed of three to eight members, and for a term of three years when the Board is composed of nine members.

        According to our bylaws, if our Board of Directors is composed of six or more members, their election will be staggered. If the ordinary shareholders' meeting appoints six, seven or eight directors, half of our board will be elected annually if there is an even number of members, and the whole number of directors calculated by dividing the total number of members of our board by half and rounding either up or down based, as appropriate in each alternating year, will be elected if there is an odd number of members. In such circumstances, the shareholders will decide which one of the new directors is appointed for a term of one or two years for the purposes of electing half of our Board. If nine directors are appointed, a third of our board will be elected annually. In such circumstances, the shareholders will decide which one of the new directors is appointed for a term of one, two or three years, for the purposes of electing a third of our Board. In each case at least three directors shall be elected at each ordinary shareholders' meeting.

        Pursuant to section 257 of the Argentine Corporate Law, the directors maintain their positions until the following annual ordinary shareholders' meeting where directors are appointed.

        Argentine Corporate Law reserves the right to cumulative voting in order to elect up to one third of the directors to fill vacancies of the board of directors, sharing such part with candidates voted for by means of the plural system. Cumulative voting is a system designed to protect non-controlling interests results, as it gives rise to the possibility, but does not ensure, that non-controlling interests results will be able to elect some of their candidates to the board of directors. Such system works by multiplying the number of votes corresponding to the members that are taking part in the proceeding by the number of contemplated vacancies, which cannot exceed one third of the vacancies. The larger the number of vacancies, the greater the possibility that minority groups or shareholders will win positions in the board of directors.

Mandatory Tender Offer Regime

        We are subject to the mandatory tender offer rules set forth in Law No. 26,831. These rules provide that in certain circumstances an OPA with respect to some or all of our outstanding shares must be launched. The circumstances include situations in which anyone intends to purchase, either directly or indirectly, for cash, either individually or collectively, either in one act or in a series of successive acts during a period of 90 consecutive days, a number of voting shares, subscription rights or stock options, convertible negotiable securities or similar securities which together with that person's existing holdings could, directly or indirectly, entitle such person to subscribe, purchase or convert voting shares, shares entitled to or that once exercised grant the right to a "significant share" in the voting capital stock of a publicly traded company.

        In such circumstances, the OPA must be launched by the prospective purchaser within 10 days of having made the decision to participate in such purchase.

        Such obligation is not applicable in cases where the acquisition would not trigger a change of control of the company. It also does not apply in cases where there is a change of control as a

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consequence of a corporate reorganization or as a consequence of mere redistributions of shares among companies of the same group.

Concept of a "Significant Share"

        The regulations establish a duty to effect an offer with respect to part or all of the outstanding shares of the company depending on the percentage of the voting capital stock to be acquired. The regulations provide for the following duties relating to the OPA:

    Whenever the goal is to acquire a holding equal to or greater than 15% of the voting capital stock or of the company votes, the offer must be made for a number of securities that would enable the purchaser to acquire at least 50% of the voting capital stock of the affected company.

    Whenever an entity already has a holding equal to or greater than 15% of the voting capital stock or the votes of the company, but less than 51% of such rights, and the intention is to increase such shareholding in the affected company's capital stock at least 6% during a 12-month period, the offer shall be made on the number of securities representing at least 10% of the voting capital stock of the affected company.

    Whenever a holding equal to or greater than 51% of the voting capital stock or the votes of the company is sought, the offer shall be made for the number of securities that would enable the purchaser to obtain 100% of the voting capital stock of the affected company. The application of this stipulation shall have priority over the stipulations discussed in the preceding paragraphs.

Determination of the OPA Price in the Case of a Change in Control

        The price shall be determined by the offeror with the following exceptions:

    If the purchaser has purchased other securities related to the offering within the 90 days prior to the announcement of the offer, the price cannot be lower than the highest price the purchaser paid in such transactions.

    If the purchaser has obtained firm sale commitments from the controlling shareholder or other shareholders entitled to take part in the public offering, the price cannot be lower than the price provided for in such commitments.

        In order to determine the price, the purchaser shall also consider the following criteria, according to the CNV Rules: (i) book value of the shares; (ii) valuation of the target company according to discounted cash flows (DCF) or other applicable valuation criteria applicable to comparable business; and (iii) average price of the shares for the last six months before the "offer." Based on certain interpretations of Law No. 26,831 and the CNV Rules, there is no certainty as to whether the average price of the shares for the last six months before the "offer" should be considered as a minimum price. The price could be challenged by both the CNV and any offeree shareholder.

        Subsection (g) of Article Six of our bylaws, as amended at the extraordinary shareholders' meeting held on May 5, 2016, provides that if an OPA on our shares takes place, there may be no difference in the price to be offered for common shares, regardless of the class of shares. In addition, if there is an OPA triggered by a change of control, the price to be offered cannot be lower than the highest price that the offeror, acting individually or with its affiliates and/or other persons, paid or agreed to pay for our common shares regardless of the class of shares, during the 180 days prior to the date of the offer (inclusive of such date). As of the date of this prospectus, this amendment to our bylaws is subject to CNV authorization and pending registration with the IGJ.

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Penalties for Breach

        Without prejudice to the penalties established by the CNV, Law No. 26,831 provides that purchases in violation of such regime will be declared irregular and ineffective for administrative purposes by the CNV and cause the auction of the shares acquired in violation of the applicable regulation, without prejudice to the penalties that may correspond.

Tender Offer Regime in the Case of a Voluntary Withdrawal from the Public Offering and Listing System in Argentina

        Law 26,831 and CNV regulations also established that when a company whose shares are publicly offered and listed in Argentina agrees to withdraw voluntarily from the public offering and listing system in Argentina, it must follow the procedures provided for in the CNV's regulations and it must likewise launch an OPA for its aggregate shares or subscription rights or securities convertible into shares or stock options under the terms provided for in such regulation. It is not necessary to extend the public offering to those shareholders that voted for the withdrawal at the shareholders' meeting.

        The acquisition of one's own shares must be made with liquid and realized profits or with free reserves, whenever paid up in full, and for the amortization or disposition thereof, within the term set forth in Section 221 of the Argentine Corporate Law and the company must present the CNV with evidence that it has the necessary solvency to effect such purchase and that the payment for the shares will not affect its solvency.

        According to Section 98 of Law No. 26,831 the price offered in the case of a voluntary withdrawal from the public offering and listing system in Argentina should be equitable and take into account the following relevant criteria:

    The equity value of the shares, taking into account a special financial statement for the withdrawal from the public offering system or listing;

    The value of the company, in accordance with discounted cash flow criteria and ratios applicable to comparable businesses or companies;

    The company's liquidation value;

    Average quotation prices on the stock exchange where the shares are listed during the six month period immediately preceding the withdrawal application, regardless of the number of sessions necessary for such negotiation; and

    The consideration offered before, or the placement of the new shares, in the event that a public offering has been made with regard to the same shares or if new shares have been issued, if applicable, during the last year, to be counted as of the date of the agreement for the withdrawal application.

        Under no circumstances can the price offered be lower than the price indicated in the fourth bullet above.

Mandatory or Voluntary Tender Offer in the Case of Near-total Control

        If a shareholder or group of shareholders holds, directly or indirectly, 95% or more of the outstanding capital stock of a publicly traded Argentine company, any minority shareholder may request that the controlling shareholder launch an OPA for all outstanding shares of such company. In addition, a person that holds, directly or indirectly, 95% or more of the outstanding capital stock of a publicly traded Argentine company may issue a unilateral declaration of its intention to purchase all outstanding shares of such company within six months following the date of acquisition of near-total control and withdraw the company from public offering and its shares from listing and trading. The

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price offered should be an equitable price, following the criteria set forth in Law 26,831, but in no case may it be lower than the average trading price of such shares during the six-month period preceding the OPA application.

Shareholder Claims

        Pursuant to article 46 of Law No. 26.831, companies whose shares are listed on any authorized market (including the MERVAL), such as we intend our shares to be, are subject to the jurisdiction of the arbitration court of such authorized market for all matters concerning such companies' relationship with shareholders and investors, without prejudice to the right of shareholders and investors to submit their claims to the courts of the City of Buenos Aires.

Corporate Governance

        We comply with the Argentine Corporate Law and CNV rules and regulations, and will be in compliance with Law No. 26,831 and CNV corporate governance regulations upon completion of the global offering.

        Our bylaws have been amended several times and were amended at the extraordinary shareholders' meeting held on October 7, 2015 and approved by means of Resolution No.18,024 of the CNV dated April 19, 2016, and, as of the date of this prospectus, are pending registration with the IGJ. In addition, the extraordinary shareholders' meetings held on April 19, 2016 and May 5, 2016 approved several amendments to our bylaws and approved amended and restated versions of them (texto ordenado). As of the date of this prospectus, the April 19, 2016 and May 5, 2016 amendments are pending approval with the CNV and pending registration with the IGJ.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

American Depositary Shares

        The Bank of New York Mellon, as depositary, will register and deliver American Depositary Shares, also referred to as ADSs. Each ADS will represent five Class B shares (or a right to receive five Class B shares) deposited with the principal Buenos Aires office of Banco Santander Río S.A., as custodian for the depositary. Each ADS will also represent any other securities, cash or other property which may be held by the depositary. The depositary's office at which the ADSs will be administered is located at 101 Barclay Street, New York, New York 10286. The Bank of New York Mellon's principal executive office is located at 225 Liberty Street, New York, New York 10286.

        You may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having uncertificated ADSs registered in your name, or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository Trust Company, also called DTC. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

        Registered holders of uncertificated ADSs will receive statements from the depositary confirming their holdings.

        As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Argentine law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.

        The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR. Directions on how to obtain copies of those documents are provided on "Where You Can Find More Information."

Dividends and Other Distributions

How will you receive dividends and other distributions on the Class B shares?

        The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of shares your ADSs represent.

        Cash.    The depositary will convert any cash dividend or other cash distribution we pay on the Class B shares into U.S. dollars if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.

        Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. See "Taxation." It will distribute only whole U.S. dollars and cents and will

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round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some of the value of the distribution.

        Shares.    The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares (or ADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution.

        Rights to purchase additional shares.    If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

        Other distributions.    The depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

        The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our Class B shares or any value for them if it is illegal or impractical for us to make them available to you.

Deposit, Withdrawal and Cancellation

How are ADSs issued?

        The depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.

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How can ADS holders withdraw the deposited securities?

        You may surrender your ADSs for the purpose of withdrawal at the depositary's office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible. The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities.

How do ADS holders interchange between certificated ADSs and uncertificated ADSs?

        You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Alternatively, upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.

Voting Rights

How do you vote?

        ADS holders may instruct the depositary how to vote the number of deposited shares their ADSs represent. If we request the depositary to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders' meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as far as practical, subject to the laws of Argentina and of our bylaws or similar documents, to vote or to have its agents vote the Class B shares or other deposited securities as instructed by ADS holders. If we do not request the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so. However, the depositary is not required to vote any Class B shares as to any matter unless, if so reasonably requested, it has received an opinion from our counsel that is reasonably satisfactory to it to the effect that that matter is not contrary to Argentine law or our by-laws (or regulations, if any).

        Except by instructing the depositary as described above, you will not be able to exercise voting rights unless you surrender your ADSs and withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares. In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed or as described in the following sentence. If we asked the depositary to solicit your instructions at least 30 days before the meeting date but the depositary does not receive voting instructions from you by the specified date, it will consider you to have authorized and directed it to give a discretionary proxy to a person designated by us to vote the number of deposited securities represented by your ADSs. The depositary will give a discretionary proxy in those circumstances to vote on all questions to be voted upon unless we notify the depositary that:

    we do not wish to receive a discretionary proxy;

    there is substantial shareholder opposition to the particular question of which we are aware or should reasonably be aware; or

    the particular question would have a material and adverse impact on the rights of our shareholders.

        We are required to notify the depositary if one of the conditions specified above exists.

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        Notwithstanding the foregoing, if so requested in writing by the Company, the depositary will endeavor, in so far as practicable and to the extent permitted by applicable law, to represent all deposited shares (whether or not voting instructions have been received in respect of such deposited shares from ADS holders as of the record date) for the sole purpose of establishing quorum at a meeting of shareholders.

        We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your voting rights and there may be nothing you can do if your shares are not voted as you requested.

        In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 30 days in advance of the meeting date.

Fees and Expenses

Persons depositing or withdrawing shares or ADS holders must pay:
  For:

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

  Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property

 

Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates

$0.05 (or less) per ADS

 

Any cash distribution to ADS holders

A fee equivalent to the fee that would be payable if securities distributed to you had been Class B shares and the Class B shares had been deposited for issuance of ADSs

 

Distribution of securities distributed to holders of deposited securities (including rights) which are distributed by the depositary to ADS holders

$0.05 (or less) per ADS per calendar year

 

Depositary services

Registration or transfer fees

 

Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares

Expenses of the depositary

 

Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) converting foreign currency to U.S. dollars

Taxes and other governmental charges the depositary or the custodian have to pay on any ADSs or shares underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes

 

As necessary

Any charges incurred by the depositary or its agents for servicing the deposited securities

 

As necessary

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        The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

        From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.

        The depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to Owners, subject to the depositary's obligations under the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available upon request.

Payment of Taxes

        You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.

Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities

        The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do by an ADS holder surrendering ADSs and subject to any conditions or procedures the depositary may establish.

        If deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.

        If there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of

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deposited securities in which the depositary receives new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful and to hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.

        If there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.

        If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have become apparently worthless, the depositary may call for surrender or of those ADSs or cancel those ADSs upon notice to the ADS holders.

Amendment and Termination

How may the deposit agreement be amended?

        We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

How may the deposit agreement be terminated?

        The depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit agreement if

    60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;

    we delist our shares from an exchange on which they were listed and do not list the shares on another exchange;

    we become insolvent or enter insolvency proceedings

    all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;

    there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or

    there has been a replacement of deposited securities.

        If the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date.

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        After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities if it would interfere with the selling process. The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph.

Limitations on Obligations and Liability

Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs

        The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:

    (i)
    are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;

    (ii)
    are not liable if we are or it is prevented or delayed by law or circumstances beyond our or its control from performing our or its obligations under the deposit agreement;

    (iii)
    are not liable if we or it exercises discretion permitted under the deposit agreement;

    (iv)
    are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;

    (v)
    have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;

    (vi)
    are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and

    (vii)
    may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person.

        In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

Requirements for Depositary Actions

        Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require:

    (i)
    payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;

    (ii)
    satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

    (iii)
    compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.

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        The depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.

Your Right to Receive the Class B Shares Underlying your ADSs

        ADS holders have the right to cancel their ADSs and withdraw the underlying Class B shares at any time except:

    (i)
    when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of Class B shares is blocked to permit voting at a shareholders' meeting; or (iii) we are paying a dividend on our Class B shares;

    (ii)
    when you owe money to pay fees, taxes and similar charges; or

    (iii)
    when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of Class B shares or other deposited securities.

        This right of withdrawal may not be limited by any other provision of the deposit agreement.

Pre-release of ADSs

        The deposit agreement permits the depositary to deliver ADSs before deposit of the underlying Class B shares. This is called a pre-release of the ADSs. The depositary may also deliver Class B shares upon cancellation of pre-released ADSs (even if the ADSs are canceled before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying shares are delivered to the depositary. The depositary may receive ADSs instead of Class B shares to close out a pre-release. The depositary may pre-release ADSs only under the following conditions: (i) before or at the time of the pre-release, the person to whom the pre-release is being made represents to the depositary in writing that it or its customer owns the Class B shares or ADSs to be deposited; (ii) the pre-release is fully collateralized with cash or other collateral that the depositary considers appropriate; and (iii) the depositary must be able to close out the pre-release on not more than five business days' notice. In addition, the depositary will limit the number of ADSs that may be outstanding at any time as a result of pre-release, although the depositary may disregard the limit from time to time, if it thinks it is appropriate to do so.

Direct Registration System

        In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, also referred to as DRS, and Profile Modification System, also referred to as Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.

        In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary's reliance on and compliance with instructions received

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by the depositary through the DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.

Shareholder Communications; Inspection of Register of Holders of ADSs

        The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make those communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.

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DIVIDENDS AND DIVIDEND POLICY

        In accordance with Argentine Corporate Law, our bylaws and CNV regulations, we may make one or more declarations of dividends with respect to any year, including anticipated dividends, out of our distributable net income (ganancias líquidas y realizadas) as reflected in our consolidated balance sheet, or consolidated special interim balance sheet in case of anticipated dividends.

        Declaration and payment of dividends to all holders of each class of our shares (Class A, Class B shares and preferred shares (to the extent any such shares are outstanding)), to the extent funds are legally available, is determined by all of our shareholders with voting rights (i.e., our Class A and Class B shareholders) at the annual ordinary shareholders' meeting. At such annual ordinary shareholders' meeting, our Class A shares will be entitled to five votes each and our Class B shares will be entitled to one vote each. It is the responsibility of our Board of Directors to make a recommendation to our shareholders with respect to the amount of dividends to be distributed. The Board of Directors' recommendation will depend on a number of factors, including but not limited to, our operating results, cash flow, financial condition, capital position, legal requirements, contractual and regulatory requirements, and investment and acquisition opportunities. As a general rule, the Board of Directors will favor efficient use of capital in its recommendation-making process. Thus, the Board will recommend reinvesting earnings when there are investment opportunities or it will recommend distributing dividends when there is excess capital.

        However, shareholders are ultimately entitled to overrule the recommendation of the Board of Directors through the affirmative vote of the absolute majority of the present votes at an ordinary shareholders' meeting.

        The Board of Directors may also decide and pay anticipated dividends. In such instance, each individual director and member of the Supervisory Committee will be jointly and severally liable for the payment of such dividends if our retained earnings for the year for which such dividends were paid is insufficient to cover the payment of such dividends.

        Dividends are distributed on a pro rata basis according to the number of common shares held by the shareholder. Subject to completion of the global offering, and after giving effect thereto, all shares of our capital stock will rank pari passu with respect to the payment of dividends, regardless of class (other than with respect to Ms. Pilar Isabel Estella Supervielle's retained dividend rights in her converted preferred shares (as described below)). Under CNV regulations, cash dividends must be paid to the shareholders within 30 days of their approval. In the case of stock dividends, shares are required to be delivered within three months of our receipt of notice of authorization by the CNV for the public offering of such shares. The right of shareholders to demand payment of dividends shall toll three years after the date on which we first make them available to shareholders. Any dividends that are not claimed during this period are deemed extraordinary gains by us.

        In accordance with Argentine law, our bylaws and CNV regulations, we are required to allocate to our legal reserve 5% of our yearly income, plus or minus the results of prior years, until our legal reserve equals 20% of our adjusted capital stock. Under Argentine Corporate Law and our bylaws, our yearly net income (as adjusted to reflect changes in prior results) is allocated in the following order: (i) to comply with the legal reserve requirement; (ii) to pay the accrued fees of the members of the Board of Directors and Supervisory Committee; (iii) to pay dividends on preferred stock, which shall be applied first to pending and unpaid accumulated dividends; and (iv) the remainder of the net income for the year may be distributed as additional dividends on preferred stock, if any, or as dividends on common stock, or may be used for voluntary or contingent reserves, or as otherwise decided by our shareholders at the annual ordinary shareholders' meeting.

        Holders of ADSs will be entitled to receive any dividends payable in respect of our underlying Class B shares. We will pay cash dividends to the ADS depositary in U.S. dollars abroad, although we

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reserve the right to pay cash dividends in Pesos in Argentina if so required by applicable foreign exchange regulations in place at the time of payment. The ADS deposit agreement provides that the depositary will convert cash dividends received by the ADS depositary in Pesos to U.S. dollars: if so permitted by, and subject to the limits set forth in, applicable foreign exchange regulations in place at such time and, after deduction or upon payment of fees and expenses of the ADS depositary and deduction of other amounts permitted to be deducted from such cash payments in accordance with the ADS deposit agreement (such as for unpaid taxes by the ADS holders in connection with personal asset taxes or otherwise), will make payment to holders of the ADSs in U.S. dollars. If dividend payments cannot be made in U.S. dollars outside of Argentina, the transfer outside of Argentina of any funds collected by foreign shareholders in Pesos in Argentina may be subject to certain restrictions. Although the transfer of funds abroad by local companies to pay annual dividends only to foreign shareholders based on approved and fully audited financial statements does not require formal approval by the Argentine Central Bank, however, the recent decrease in availability of U.S. dollars in Argentina has led the Argentine government to impose informal restrictions that may consist of de facto measures restricting local residents and companies from purchasing foreign currency through the MULC to make payments abroad, such as dividends, among others. See "Exchange Controls" and "Risk Factors"

        We are a holding company, and in addition to certain management fees we collect from some of our subsidiaries, our main source of cash to pay dividends are the dividends we receive from our subsidiaries. We therefore depend on the results of operations, cash flow and distributable income of our operating subsidiaries, principally the Bank.

        We and our subsidiaries are subject to contractual, legal and regulatory requirements affecting our ability to pay dividends.

        In particular, pursuant to Central Bank Communication "A" 5273, as amended and supplemented, dividend distribution by the Bank is subject to prior approval by the Superintendency. A financial institution must submit a request to distribute dividends within 30 days prior to the shareholders' meeting that will approve its annual financial statements. A request will only be approved if during the month preceding the request, the following requirements are met:

    (i)
    the financial institution is not subject to a liquidation procedure or the mandatory transfer of assets by the Central Bank in accordance with sections 34 or 35 bis of the FIL;

    (ii)
    the financial institution is not receiving financial assistance from the Central Bank;

    (iii)
    the financial institution is in compliance with its reporting obligations to the Central Bank;

    (iv)
    the financial institution is in compliance with minimum capital requirements (both on an individual and consolidated basis and excluding any individual franchises granted by the Superintendency) and with minimum cash reserves (on average) whether in Pesos, foreign currency or securities issued by the public sector; and

    (v)
    the financial institution is not subject to any significant fines, debarment, suspension, revocation or prohibition imposed in the last five years by the Central Bank, the UIF, the CNV, and/or the National Superintendency of Insurance (Superintendencia de Seguros de la Nación), except when such financial institution has implemented corrective measures that are satisfactory to the Superintendency (such corrective measures would also be brought to the attention of the regulatory body that originally imposed the sanction). The Superintendency also takes into consideration information that it receives from, and/or sanctions imposed by, equivalent foreign agencies or authorities. When weighing the significance of the sanctions, the Superintendency takes into account the type of sanctions, the underlying reason for such sanctions and the amount of sanctions imposed on the financial institution. Additionally, the Superintendency factors in the degree of participation in the events leading up to the sanction, the economic effects of the violation, the degree of damage caused to third parties, the

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      economic benefit that the sanctioned party received from the violation, the sanctioned party's operating volume, its liability and the title or function that such party holds.

        Dividends cannot be paid, however, in any of the following circumstances:

    (i)
    if the average minimum cash reserve is lower than the amount of cash required by the latest reported position or the pro forma position after making the dividend payment; and/or

    (ii)
    if the minimum regulatory capital after making the dividend payment is lower than the minimum capital required increased by 75%; and/or

    (iii)
    if the financial institution received any kind of financial assistance from the Central Bank due to liquidity problems, pursuant to Section 17 of the Central Bank's charter. See "Argentine Banking Regulation—Liquidity and Solvency Requirements—Requirements Applicable to Dividend Distribution."

        In addition, pursuant to Central Bank Communication "A" 5827, as of January 1, 2016, financial entities are required to establish a capital margin in addition to their minimum capital requirements, for the purpose of accumulating their own resources, which they will be able to use if they incur losses. The higher the use of such marginal amounts, the higher the percentage of profits that financial entities will be required to withhold in order to restore that margin. See "Argentine Banking Regulation—Liquidity and Solvency Requirements—Requirements Applicable to Dividend Distribution."

        Although distribution of dividends by the Bank has been authorized by the Central Bank at times, no assurance can be given that the Central Bank will continue to grant the Bank the authorization to distribute dividends approved by its shareholders at the annual ordinary shareholders' meeting or that such authorization will be for the full amount of dividends that the Bank may distribute pursuant to applicable regulation.

        Since the date of entry into force of Law No. 26,893, dividends distributed, whether in cash, property or any other kind—except in fully paid shares ("acciones liberadas")—are subject to an income tax withholding (the "Dividend Tax") at a 10% rate on the amount of such dividends, in respect of both Argentine and non-Argentine individual resident shareholders. However, if dividends are distributed to local companies, the Dividend Tax should not apply on such transactions. We withhold and pay this tax on behalf of our shareholders and set off the applicable tax against any amount due to our shareholders.

        We are required to pay personal assets tax corresponding to Argentine and foreign individuals and foreign entities for the holding of our shares at December 31 of each year. We pay this tax on behalf of our shareholders, whenever applicable, and are entitled, pursuant to the Personal Assets Tax Law, to seek reimbursement of such paid tax from the applicable shareholders in various ways, including by withholding dividends. See "Taxation—Material Argentine Tax Considerations—Personal assets tax."

        Over the past five years, we received dividend payments in cash from SAM for 2015, 2014, 2013, 2012 and 2011 of Ps.77.5; Ps.17.1 million, Ps.16.1 million, Ps.9.0 million and Ps.3.8 million, respectively, Ps.7.0 million from Tarjeta Automatica in 2015 and Ps.42.3 million from Espacio Cordial in 2015. We received dividend payments in cash from Supervielle Seguros for the period ended on June 30, 2015 of Ps.4.8 million. We did not receive dividend payments from the Bank and our other subsidiaries. However, we received a distribution of dividends in the form of Bank shares for 2012 for an amount equal to Ps.97.4 million.

        Grupo Supervielle paid dividends to its shareholders for 2014, 2013, 2012, 2011 and 2010 totaling approximately Ps.7.4 million, Ps.8.3 million, Ps 8.7 million, Ps.24.4 million and Ps.6.9 million, respectively. On April 19, 2016, our extraordinary shareholders' meeting approved the dividend

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payment for the 2015 fiscal year in the amounts of (i) Ps.5,962,000 in respect of the holder of preferred shares and (ii) Ps.19,200,000 in respect of holders of common shares.

        On December 27, 2012, our extraordinary shareholders' meeting approved the conversion of 1,600,000 Class B shares into preferred shares that were not entitled to voting rights except for (i) matters included in the fourth paragraph of Article 244 of the Argentine Corporate Law; and (ii) in any situation in which the preferred shareholders were delayed in receiving the benefits to which they were entitled. On October 7, 2015, our extraordinary shareholders' meeting approved the issuance of an additional 1,600,000 preferred shares. On January 14, 2016, Pilar Isabel Estella Supervielle converted her 3,200,000 preferred shares into Class B shares of common stock. As of the date of this prospectus, no preferred shares are outstanding. Pilar Isabel Estella Supervielle received dividends in respect of the preferred shares for the fiscal year ended December 31, 2015 for Ps.5,962,000 as described in the preceding paragraph. In addition, she retains a proportional right to any declared dividends in respect of the preferred shares for the fiscal year ended December 31, 2016 for the period from January 1, 2016 to January 14, 2016, when her preferred shares were converted. Pilar Isabel Estella Supervielle is entitled to an annual non-cumulative preferred dividend of Ps.1.0 per share and her preference will be adjustable according to the following formula: Pn+1=Pn (1+ Bn) where "Pn+1" is the preference of the year "n" plus one; "Pn" is the preference of the year "n"; and "Bn" is Badlar rate, in Ps., published by the Central Bank as of December 31 of the "n" year.

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TAXATION

        The following discussion contains a description of the principal Argentine and United States federal income tax consequences of the acquisition, ownership and disposition of our Class B shares or ADSs, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase our Class B shares or ADSs and is not applicable to all categories of investors, some of which may be subject to special rules, and does not specifically address all of the Argentine and Unites States federal income tax considerations applicable to any particular holder. This summary is based upon the tax laws of Argentina and the regulations thereunder and the tax laws of United States and the regulations thereunder as in effect on the date of this prospectus, which are subject to change, possibly with retroactive effect, and to differing interpretations. Each prospective purchaser is urged to consult its own tax advisor about the particular Argentine and United States federal income tax consequences to it of an investment in our Class B shares or ADSs. This discussion is also based upon the representations of the depositary and on the assumption that each obligation in the deposit agreement among us, The Bank of New York Mellon, as depositary and the registered holders and beneficial owners of the ADSs, and any related documents, will be performed in accordance with its terms.

Material Argentine Tax Considerations

        The following opinion of material Argentine tax matters is based upon the tax laws of Argentina and regulations thereunder as of the date of this prospectus, and is subject to any subsequent change in Argentine laws and regulations which may come into effect after such date. This section is the opinion of the law firm of Errecondo, González & Funes insofar as it relates to matters of Argentine tax law. This opinion does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a holder of such securities. No assurance can be given that the courts or tax authorities responsible for the administration of the laws and regulations described in this prospectus will agree with this interpretation. Holders should carefully read "Risk Factors—Risks Relating to Our Class B Shares and the ADSs—Changes in the Argentine tax laws may adversely affect the results of our operations and the tax treatment of our Class B shares and/or the ADSs." Holders are encouraged to consult their tax advisors regarding the tax treatment of our Class B shares and ADSs as it relates to their particular situation.

Taxation on dividends

        According to Law No. 26,893, dividends distributed, whether in cash, property or any other kind—except in fully paid shares (acciones liberadas)—are subject to an income tax withholding, or the "Dividend Tax," at a 10% rate on the amount of such dividends, in respect of both Argentine and non-Argentine resident shareholders. However, if dividends are distributed to Argentine companies, no Dividend Tax should apply.

        Dividends paid in excess of the Taxable Accumulated Income, as defined below, at the previous fiscal period will be also subject to an additional withholding tax, or the "Equalization Tax", at the rate of 35% applicable on such excess and regarding both Argentine and non-Argentine resident shareholders. Equalization Tax is applicable when dividends distributed are greater than the income determined according to the application of the Argentine income tax law, accumulated at the fiscal year immediately preceding the year on which the distribution is made, referred to as "Taxable Accumulated Income."

        The Dividend Tax and the Equalization Tax will be imposed as a withholding tax on the shareholder receiving the dividend. In case both the Dividend Tax and the Equalization Tax apply, the latter should be applied first and then the 10% rate of the Dividend Tax should be applied on the

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remaining amount of dividends (i.e., on the existing amount of dividends after the Equalization Tax has been deducted from the gross dividend amount).

        Following the amendments made by Law No. 26,893 and its implementing Decree 2334/13, the tax treatment applicable to dividends obtained by Argentine and non-Argentine beneficiaries as a result of the holding of ADSs is open to interpretation and it may not be uniform under the amended Argentine income tax law. Possible variations in the income source's treatment can affect both Argentine and non-Argentine resident holders. In particular, with respect to non-Argentine beneficiaries holding ADSs, it is unclear whether such dividends would be treated as Argentine source income or not. In case such dividends were treated as Argentine source income,the Dividend Tax and Equalization Tax treatment described above would apply to distributions made to such non-Argentine beneficiaries with respect to the ADSs. Therefore, holders are encouraged to consult a tax advisor as to the particular Argentine income tax consequences derived from any profit distributions we may make not only on our Class B shares but also on the ADSs.

Capital gains

        The results derived from the transfer of shares, quotas and other equity interests, titles, bonds and other securities of Argentine companies are subject to Argentine income tax, regardless of the type of beneficiary who obtains the income.

        Capital gains obtained by Argentine corporate entities (in general, entities organized or incorporated under Argentine law, certain traders and intermediaries, local branches of non-Argentine entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina) derived from the sale, exchange or other disposition of shares are subject to income tax at the rate of 35% on net income.

        Due to the recent amendments made to the Argentine income tax law, income derived by Argentine resident individuals from the sale of shares and other securities is subject to income tax at a 15% rate on net income, unless such securities were traded in stock markets and/or have public offering authorization, in which case an exemption applies. The implementing Decree 2334/2013 introduced a provision stating that the exemption includes income derived from the sale of shares and other securities made through a stock exchange market duly authorized by the CNV.

        It is not clear whether the term "includes" (as used in the implementing Decree 2334/2013) means that the exemption only refers to sales of securities made through a stock exchange market duly authorized by the CNV or whether the implementing Decree 2334/2013 intended to clarify that such sales were just one of the possibilities that may be covered by the exemption (in addition to publicly offered authorized securities, as provided in the Argentine Income Tax Law). Certain qualified tax authorities have publicly opined that the exemption exclusively refers to sales of securities made through a stock exchange market duly authorized by the CNV.

        Capital gains obtained by non-Argentine resident individuals or non-Argentine entities from the sale, exchange or other disposition of shares would be subject to income tax, as the abovementioned exemption for shares is not applicable to non-Argentine beneficiaries. Therefore, the gain derived from the disposition of shares by non-Argentine residents or non-Argentine individuals is subject to Argentine income tax at a rate of 15% either (i) on the net amount resulting from deducting from the sale price of the acquisition cost and the expenses incurred in Argentina necessary for obtaining, maintaining and conserving this asset, as well as the deductions admitted by the Argentine income tax law or (ii) on the net presumed income provided by the Income Tax Law for this type of transaction (i.e. 90%), which results in an effective rate of 13.5% of the sales price. There is currently no regulation under Argentine law with respect to how this election is made. When both the seller and the buyer are non-residents, the person liable to pay the tax shall be the buyer of the shares, quotas, equity interests and other securities transferred. However, as of the date of this prospectus, no regulations

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have been issued stipulating the withholding and payment mechanism that the non-resident buyer should follow.

        Following the amendments made by Law No. 26,893, and its implementing Decree 2334/13, the tax treatment applicable to income obtained by Argentine and non-Argentine resident beneficiaries from the sale of ADSs is open to interpretation and it may not be uniform under the amended Argentine income tax law. Possible variations in the income source's treatment can affect both Argentine and non-Argentine resident holders. Additionally, should the sale of ADSs take place between non-Argentine parties and such sale were deemed to give rise to Argentine source income, capital gains obtained by non-Argentine resident individuals or non-Argentine entities would be subject to income tax as mentioned above. However, as of the date of this prospectus no regulations have been issued yet regarding the mechanism through which payment would be effectuated to satisfy such obligation. In addition, as of the date of this prospectus, there is no administrative or judicial decision qualifying the ambiguity of the law. Therefore, holders of our Class B shares or ADS are encouraged to consult a tax advisor as to the particular Argentine income tax consequences derived from holding and disposing of not only our Class B shares but also the ADSs.

Personal assets tax

        Argentine entities, such as us, have to pay the personal assets tax corresponding to Argentine and foreign domiciled individuals and foreign domiciled entities for the holding of our shares. The applicable tax rate is 0.5% and is levied on the proportional net worth value (valor patrimonial proporcional), or the book value, of the shares arising from the last balance sheet of the Argentine entity calculated under Argentine GAAP.

        Pursuant to the Personal Assets Tax Law, the Argentine company is entitled to seek reimbursement of such paid tax from the applicable Argentine domiciled individuals and/or foreign domiciled shareholders.

Value added tax

        The sale, exchange or other disposition of our Class B shares and ADSs, and the distribution of dividends in connection therewith, are exempted from the value added tax.

Tax on debits and credits on Argentine bank accounts

        Credits to and debits from bank accounts held at Argentine financial institutions, as well as certain cash payments, are subject to this tax, which is assessed at a general rate of 0.6%. There are also increased rates of 1.2% and reduced rates of 0.075% that may apply in certain cases. Owners of bank accounts subject to the general 0.6% rate may consider 34% of the tax paid upon credits to such bank accounts and taxpayers subject to the 1.2% rate may consider 17% of all tax paid upon credits to such bank accounts as a credit against income tax or tax on presumed minimum income. When financial institutions governed by Law No. 21,526 make payments acting in their own name and on their own behalf, the application of this tax is restricted only to certain specific transactions. Such specific transactions include, among others, dividends or profits distributions.

Tax on minimum presumed income

        Entities domiciled in Argentina are subject to this tax at the rate of 1% applicable over the total value of their taxable assets, to the extent it exceeds in the aggregate an amount of Ps.$200,000. Specifically, the law establishes that banks, other financial institutions and insurance companies will consider a taxable base equal to 20% of the value of taxable assets. This tax shall be payable only to the extent the income tax determined for any fiscal year does not equal or exceed the amount owed under the tax on minimum presumed income. In such case, only the difference between the tax on

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minimum presumed income determined for such fiscal year and the income tax determined for that fiscal year shall be paid. Any tax on minimum presumed income paid will be applied as a credit toward income tax owed in the immediately-following 10 fiscal years. Please note that shares and other equity participations in entities subject to tax on minimum presumed income are exempt from this tax.

Turnover tax

        In addition, gross turnover tax could be applicable to Argentine residents on the transfer of shares and on the payment of dividends to the extent such activity is conducted on a regular basis within an Argentine province or within the City of Buenos Aires. However, under the Tax Code of the City of Buenos Aires, any transactions with shares, as well as the payment of dividends are exempt from gross turnover tax.

        Holders of our Class B shares or ADSs are encouraged to consult a tax advisor as to the particular Argentine gross turnover tax consequences derived from holding and disposing of our Class B shares or ADS.

Stamp taxes

        Stamp tax is a local tax that is levied based on the formal execution of public or private instruments.

        Documents subject to stamp tax include, among others, all types of contracts, notarial deeds and promissory notes. Each province and the City of Buenos Aires have its own stamp tax legislation.

        Stamp tax rates vary according to the jurisdiction and type of agreement involved. In certain jurisdictions, acts or instruments related to the negotiation of shares and other securities duly authorized for its public offering by the CNV are exempt from stamp tax.

Other taxes

        There are no Argentine federal inheritance or succession taxes applicable to the ownership, transfer or disposition of our shares. The provinces of Buenos Aires and Entre Ríos establish a tax on free transmission of assets, including inheritance, legacies, donations, etc. Free transmission of our shares could be subject to this tax. In the case of litigation regarding the shares before a court of the City of Buenos Aires, a 3% court fee would be charged, calculated on the basis of the claim.

Tax treaties

        Argentina has signed tax treaties for the avoidance of double taxation with several countries, although there is currently no tax treaty or convention in effect between Argentina and the United States.

        THE ABOVE OPINION IS NOT INTENDED TO BE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP OR DISPOSITION OF CLASS B SHARES OR ADSs. HOLDERS ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS CONCERNING THE TAX CONSEQUENCES ARISING IN EACH PARTICULAR CASE.

United States Federal Income Tax Considerations

        This summary describes certain U.S. federal income tax consequences for a U.S. holder (as defined below) of acquiring, owning, and disposing of the Class B shares and ADSs. The discussion does not apply to certain classes of holders, such as holders who own or are deemed to own 10% or more of our voting stock, dealers in securities or currencies, traders that elect mark-to-market accounting for securities holdings, banks, financial institutions, insurance companies, tax-exempt organizations, persons

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holding the Class B shares or ADSs as a position in a "straddle" or conversion transaction, or as part of a "synthetic security" or other integrated financial transaction, or persons that have a functional currency other than the U.S. dollar, all of which may be subject to rules that differ significantly from those described below. This discussion assumes that the Class B shares and ADSs are held as "capital assets" for U.S. federal income tax purposes.

        This summary is based on the provisions of the Internal Revenue Code of 1986, as amended ("the Code"), Treasury regulations, administrative rulings and judicial authority, all as in effect as of this date. All of these laws and authorities are subject to change, possibly on a retroactive basis. You should consult your own tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of purchasing, owning and disposing of the Class B shares and ADSs in light of your particular circumstances.

        For purposes of this summary, you are a U.S. holder if you are a beneficial owner of Class B shares or ADSs and you are, for U.S. federal income tax purposes, a citizen or resident of the United States, a U.S. domestic corporation, or otherwise subject to U.S. federal income tax on a net income basis with respect to income from the Class B shares and ADSs.

        If an entity treated as a partnership for U.S. federal income tax purposes holds the Class B shares or ADSs, the tax treatment of the partnership and its partners will depend upon their status and activities. Any such entity should consult its own tax adviser regarding the U.S. federal income tax considerations applicable to it and its partners relating to the purchase, ownership and disposition of the Class B shares and ADSs.

        In general, if you are the beneficial owner of ADSs, you will be treated as the beneficial owner of the Class B shares represented by those ADSs for U.S. federal income tax purposes, and no gain or loss will be recognized if you exchange an ADS for the Class B shares represented by that ADS.

        The following discussion generally assumes that we are not, and will not become, a passive foreign investment company ("PFIC"). See "Dividends" below for further discussion.

Dividends

        The gross amount of distributions paid with respect to the Class B shares or ADSs (including the amount of any Argentine taxes withheld) will be treated as dividends to the extent paid out of the Company's current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because the Company does not maintain calculations of its earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be reported to you as dividends. The dividends will be treated as foreign-source income and will not be eligible for the dividends-received deduction generally available to U.S. corporations. Dividends paid in Pesos will be included in a U.S. holder's income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date of a U.S. holder's receipt, or in the case of ADSs, the depositary's receipt of the dividend, regardless of whether the payment is in fact converted into U.S. dollars. If such a dividend is converted into U.S. dollars on the date of receipt, you generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. If such a dividend is not converted into U.S. dollars on the date of receipt, a U.S. holder generally will have a basis in the non-U.S. currency equal to its U.S. dollar value on that date. A U.S. holder generally will be required to recognize foreign currency gain or loss realized on a subsequent conversion or other disposition of such currency, which will be treated as U.S.-source ordinary income or loss.

        Dividends received by certain non-corporate U.S. holders will generally be subject to taxation at reduced rates if the dividends are "qualified dividends." Subject to applicable limitations, dividends paid on the ADSs will be treated as qualified dividends if (i) the ADSs are readily tradable on an established securities market in the United States and (ii) we were not, in the year prior to the year in

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which the dividend was paid, and are not, in the year in which the dividend is paid, a PFIC. The ADSs will be listed on the New York Stock Exchange and will qualify as readily tradable on an established securities market in the United States so long as they are so listed. Based on our audited financial statements and current expectations regarding our income, assets, activities and relevant market data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to 2014 and we do not anticipate becoming a PFIC in the foreseeable future. However, because the rules for determining whether a company is a PFIC are not entirely clear when applied to foreign banks and because the composition of our income and assets will vary over time, there can be no assurance that we will not be a PFIC for any taxable year. If we were a PFIC for any taxable year, your tax consequences in owning and disposing of the Class B shares or ADSs could be materially and adversely affected. You should consult your tax advisers concerning the potential application of the PFIC rules.

        Based on existing guidance, it is not entirely clear whether dividends received with respect to Class B shares will be treated as qualified dividends, because the Class B shares are not themselves listed on a U.S. exchange. U.S. holders of Class B shares should consult their own tax advisers regarding the availability of the reduced dividend tax rate in the light of their own particular circumstances.

        Dividends received by U.S. holders will generally constitute passive category income for U.S. foreign tax credit purposes. Subject to limitations under U.S. federal income tax law concerning credits or deductions for foreign taxes, any Argentine taxes withheld from cash dividends on the Class B shares or ADSs will be treated as a foreign income tax eligible for credit against a U.S. holder's U.S. federal income tax liability (or at a U.S. holder's election, may be deducted in computing taxable income if the U.S. holder has elected to deduct all foreign income taxes for the taxable year). However, amounts withheld on account of the Argentine personal assets tax (as defined in "—Material Argentine Tax Considerations") will not be eligible for credit against U.S. holder's U.S. federal income tax liability. The rules with respect to foreign tax credits are complex and U.S. holders are urged to consult their independent tax advisers regarding the availability of the foreign tax credit under their particular circumstances.

Sale or Other Disposition

        Upon a sale or other disposition of the Class B shares or ADSs, U.S. holders will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the U.S. dollar value of the amount realized on the disposition and the U.S. holder's tax basis, determined in U.S. dollars, in the Class B shares or ADSs. Generally, such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the Class B shares or ADSs were held for more than one year. A U.S. holder's ability to offset capital losses against ordinary income is limited. Long-term capital gain recognized by an individual U.S. holder may be taxable at a preferential rate. If an Argentine tax is withheld on the sale or other disposition of the Class B shares or ADSs, a U.S. holder's amount realized will include the gross amount of the proceeds of the sale or other disposition before deduction of the Argentine tax. See "—Material Argentine Tax Considerations—Capital gains" for a description of when a disposition may be subject to taxation by Argentina. This gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes. U.S. holders should consult their tax advisors as to whether the Argentine tax on gains may be creditable against the U.S. holder's U.S. federal income tax on foreign-source income from other sources.

Information Reporting and Backup Withholding

        Dividends paid on and proceeds from the sale or other disposition of the Class B shares or ADSs that are made within the United States or through certain U.S.-related financial intermediaries generally will be subject to information reporting and backup withholding unless the U.S. holder is treated as an exempt recipient. In addition, such dividends and proceeds may be subject to backup

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withholding unless the U.S. holder (i) is treated as an exempt recipient or (ii) timely provides a correct taxpayer identification number and makes any other required certification, or you otherwise establish an exemption from backup withholding. Backup withholding is not an additional tax and any amounts withheld may be credited against your U.S. federal income tax liability, provided you timely furnish the required information to the Internal Revenue Service.

FATCA

        We have entered into an agreement with the Internal Revenue Service ("IRS") effective April 24, 2014, pursuant to which we have agreed to comply with certain due diligence, information reporting and withholding obligations pursuant to sections 1471 through 1474 of the Code, and the regulations promulgated thereunder (often referred to as the "Foreign Account Tax Compliance Act" or "FATCA"). Therefore, an investor considered to have a "U.S. account" maintained by us may be required to provide certain information regarding such investor (or relevant beneficial owner of the Class B shares or ADSs), including information and tax documentation regarding the identity of such investor as well as that of its direct and indirect owners. Unless an exception applies or in the future Argentina enters into an intergovernmental agreement ("IGA") with the United States permitting such information (or other information in lieu of such information) to be provided to local authorities, we may be required to report this information to the IRS. Argentina has not yet entered into an IGA with the United States and it is unclear if, or when, such an agreement might enter into effect.

        In addition, the Code provides that the FATCA rules described above may be extended to cover certain foreign "passthru payments"—i.e., foreign source income (for example, dividends paid by a non-U.S. corporation) that is "attributable to" amounts that are subject to FATCA withholding. Regulations implementing this rule have not yet been adopted or proposed and the IRS has indicated that any such regulations would not be effective prior to January 1, 2019 (or, if later, the date on which final regulations on this issue are published). Under this rule, investors that are considered to have a "U.S. account" that we maintain and that fail to provide the foregoing information may be subject to U.S. withholding tax at a 30% rate on all or a portion of any payments on the Class B shares or ADSs, to the extent such payments are considered foreign passthru payments. It is currently unclear whether or to what extent payments on shares such as the Class B shares or ADSs will be foreign passthru payments subject to FATCA withholding. Investors in Class B shares or ADSs that are foreign financial institutions, or foreign financial institutions that receive payments on behalf of other persons, and that have not entered into an agreement with the IRS (or otherwise established an exemption from FATCA) would also be subject to this U.S. withholding tax.

        Generally, under FATCA, a U.S. account is a financial account maintained by a foreign financial institution that is held by one or more "specified U.S. persons" or "U.S.-owned foreign entities." Specified U.S. person includes U.S. individuals and generally excludes publicly traded corporations and their affiliates, certain tax-exempt entities, the U.S. federal and state governments and instrumentalities, agencies or subdivisions thereof, certain specialized investment vehicles such as real estate investment trusts and regulated investment entities, and certain trusts, as well as banks, certain dealers, and brokers. A U.S.-owned foreign entity is a foreign entity that has one or more "substantial U.S. owners". A "substantial U.S. owner" generally includes any specified U.S. person that owns, directly or indirectly, more than 10% of the entity's equity (by vote or value), or, in the case of certain investment entities, a specified U.S. person that owns any of the entity's equity.

        However, stock or other equity or debt instruments issued by a financial institution are not treated as a financial account if such stock or other instrument is regularly traded on an established securities market. We expect that the Class B shares and ADSs will be so treated. Further, a "financial account" does not include an equity instrument in a financial institution, such as us, that is not engaged (or holding itself out as engaged) primarily in certain investment activities, unless the value of the equity instrument is determined, directly or indirectly, primarily by reference to assets giving rise to amounts

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that are subject to FATCA withholding, which include among other things U.S. source interest and dividends, and certain other requirements are met.

        FATCA is particularly complex and its application to Argentine financial institutions is uncertain at this time. Although we have registered with the IRS and believe that we are compliant with obligations imposed on us under FATCA, it is unclear to what extent we may be able to comply with FATCA in the future. Each holder of Class B shares or ADSs should consult its own tax adviser to obtain a more detailed explanation of FATCA and to learn how FATCA might affect each holder in its particular circumstances.

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UNDERWRITING

        Under the terms and subject to the conditions contained in an international underwriting agreement dated May 18, 2016, we and the selling shareholder have agreed to sell to the international underwriters named below, for whom Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives, the respective numbers of ADSs representing Class B shares described below. The offering of Class B shares in the Argentine offering shall be carried out by the Argentine placement agent according to an Argentine placement agency agreement among us, the selling shareholder and the Argentine placement agent.

International Underwriter
  Number of
ADSs
 

Morgan Stanley & Co. LLC. 

    11,220,007  

Merrill Lynch, Pierce, Fenner & Smith
                      Incorporated

    11,220,007  

Raymond James & Associates, Inc. 

    1,154,175  

Total

    23,594,189  

        Subject to the conditions contained in the international underwriting agreement, the international underwriters are obligated to purchase all the ADSs in the international offering if any are purchased, other than those ADSs covered by the option to purchase additional shares described below. The international underwriting agreement also provides that if an international underwriter defaults, the purchase commitments of non-defaulting international underwriters may be increased or the offering may be terminated.

        We and the selling shareholder have entered into an Argentine placement agency agreement with Raymond James Argentina S.A., the Argentine placement agent, providing for the concurrent offering of 9,529,132 Class B shares in Argentina. Pursuant to the terms of such placement agency agreement, the Argentine placement agent shall carry out its best efforts to offer the Class B shares in Argentina, but has not undertaken any underwriting commitments in connection with the Argentine offering. The international and Argentine offerings are conditioned on the closing of each other.

        All sales of the ADSs in the United States will be made by the international underwriters, either directly or through their U.S. broker dealer affiliates or such other registered dealers as may be designated by the international underwriters.

        We have granted to the international underwriters a 30-day option following the date of this prospectus to purchase from us up to 3,825,002 additional ADSs at the initial public offering price paid by investors less applicable underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of ADSs. If the international underwriters exercise this option, each international underwriter will be obligated, subject to specified conditions, to purchase a number of additional ADSs proportionate to that international underwriter's initial purchase commitment as indicated in the table above.

        The international underwriters propose to offer the ADSs initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of US$0.2100 per share. After the initial public offering the representatives may change the public offering price and concession.

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        The following table summarizes the compensation and estimated expenses we and the selling shareholder will pay:

 
  Per ADS   Total  
 
  Without
Option ADSs
  With
Option ADSs
  Without
Option ADSs
  With
Option ADSs
 

Underwriting Discounts and Commissions paid by us

  US$ 0.4125   US$ 0.4125   US$ 7,893,771   US$ 9,471,585  

Underwriting Discounts and Commissions paid by selling shareholder

  US$ 0.4125   US$ 0.4125   US$ 1,838,832   US$ 1,838,832  

        The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately US$2.6 million. We have agreed to reimburse the international underwriters up to US$38,000 for certain expenses relating to clearance of this offering with the Financial Industry Regulatory Authority, and for certain other expenses.

        The representatives have informed us that the international underwriters do not expect sales to accounts over which the international underwriters have discretionary authority to exceed 5% of the shares of common stock being offered.

        We have agreed that we will not offer, sell, issue, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any shares of our common stock or the ADSs, either in the form of shares or in the form of or securities convertible into or exchangeable or exercisable for any shares of our common stock or the ADSs, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of the representatives for a period of 180 days after the date of this prospectus, except (i) sales in the international offering and Argentine offering described herein, (ii) issuances pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (iii) grants of employee stock options pursuant to the terms of a plan in effect on the date hereof and (iv) issuances pursuant to the exercise of such options or pursuant to our dividend reinvestment plan. Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in their sole discretion, may release the shares of common stock and other securities subject to the lock-up agreements described above in whole or in part at any time.

        Our officers, directors and existing shareholders have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or the ADSs, or securities convertible into or exchangeable or exercisable for any shares of our common stock or the ADSs, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock or the ADSs, whether any of these transactions are to be settled by delivery of our common stock or the ADSs, or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the representatives for a period of 180 days after the date of this prospectus, except for (i) sales in the international offering and the Argentine offering described herein, (ii) dispositions of shares acquired in the open market provided no public announcement or public disclosure of such disposition is made or required to be made and (iii) transfers to a family member or a trust provided the transferee agrees to be bound in writing by the terms of the "lock-up" agreement and no public announcement or public disclosure of such transfer is made or required to be made. Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, in their sole discretion, may release the shares of common stock and other securities subject to the lock-up agreements described above in whole or in part at any time.

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        We and the selling shareholder have agreed to indemnify the international underwriters against liabilities under the Securities Act, or contribute to payments that the international underwriters may be required to make in that respect.

        We have applied to list the ADSs on the New York Stock Exchange under the symbol SUPV. We have applied to list the Class B shares on the MERVAL under the symbol SUPV, and the MAE.

        In connection with the international offering, the international underwriters may engage in stabilizing transactions, option share transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act ("Regulation M").

        Stabilizing transactions permit bids to purchase ADSs, so long as the stabilizing bids do not exceed a specified maximum. Over-allotment involves sales by the international underwriters of ADSs, in excess of the number of ADSs the international underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the international underwriters is not greater than the number of shares that they may purchase pursuant to the option to purchase additional shares. In a naked short position, the number of shares involved is greater than the number of shares in the option to purchase additional shares. The international underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. Syndicate covering transactions involve purchases of the ADSs, in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the international underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared to the price at which they may purchase ADSs through the option to purchase additional shares. If the international underwriters sell more ADSs than could be covered by the option to purchase additional shares, a naked short position, the position can only be closed out by buying ADSs in the open market. A naked short position is more likely to be created if the international underwriters are concerned that there could be downward pressure on the price of the ADSs in the open market after pricing that could adversely affect investors who purchase in the offering. Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the ADSs originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

        In connection with the Argentine offering, the Argentine placement agent may engage in stabilizing transactions, in accordance with the CNV Regulations and other applicable regulations, including, to the extent applicable, Regulation M.

        These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our Class B shares and the ADSs, or preventing or slowing a decline in the market price of each. As a result, the price of Class B shares and the ADSs, may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the New York Stock Exchange or the Buenos Aires Stock Exchange and, if commenced, may be discontinued at any time.

        The international underwriters and their affiliates may enter into derivative transactions with clients, at their request, in connection with our Class B shares or the ADSs. The international underwriters and their affiliates may also purchase some of our Class B shares or the ADSs to hedge their risk exposure in connection with such transactions. These transactions may have an effect on demand, price or other terms of the offering.

        The Argentine placement agent, the international underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research,

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principal investment, hedging, financing and brokerage activities. Certain of the international underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

        The Argentine placement agent, the international underwriters and their respective affiliates have provided, currently provide or may provide in the future various investment banking, commercial banking, financial advisory or similar services to us on a regular basis, and maintain normal business relationships with us and the selling shareholder in their capacity as credit institutions or as lenders under credit facilities, for which they have received and may continue to receive customary fees and commissions. All investment, consulting and financial transactions with the Argentine placement agent, the international underwriters agents and their respective affiliates are conducted on an arm's length basis.

        A prospectus in electronic format may be made available on the web sites maintained by one or more of the international underwriters, or selling group members, if any, participating in this offering and one or more of the international underwriters participating in this offering may distribute prospectuses electronically. The information on any such website is not a part of this prospectus. The representatives may agree to allocate a number of ADSs to international underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the international underwriters and selling group members that will make internet distributions on the same basis as other allocations.

Addresses of International Underwriters

        The addresses of the international underwriters are as follows:

    Morgan Stanley & Co. LLC
    1585 Broadway
    New York, NY 10036
    USA

    Merrill Lynch, Pierce, Fenner & Smith
                          Incorporated
    One Bryant Park
    New York, NY 10036
    USA

    Raymond James & Associates, Inc.
    880 Carillon Parkway
    St. Petersburg, FL 33716
    USA

Selling Restrictions

Argentina

        The Argentine public offering of the Class B shares has been authorized by the CNV pursuant to Resolution No. 18,023 dated April 14, 2016, as amended by Resolution No. 18,033 dated April 21, 2016.

        Our admission to the public offering regime and listing of shares in Argentina is subject to the outcome of the first public offering of Class B shares.

        The Class B shares may be offered directly to the public in Argentina only through the Argentine placement agent, which is authorized under the laws and regulations of Argentina to offer or sell

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securities to the public in Argentina. The offering of the Class B shares in Argentina will be made by a substantially similar prospectus in Spanish and in accordance with CNV regulations.

        We, our directors, the existing shareholders (severally with respect to shares owned by each of them) and the members of senior management listed in "Management and Corporate Governance—Officers" and "Management and Corporate Governance—Banco Supervielle S.A.'s Senior Management," have agreed with the international underwriters, subject to certain exceptions, not to offer, sell, contract to sell or otherwise dispose of or hedge our shares of capital stock or ADSs or securities convertible into or exercisable or exchangeable for shares of capital stock or ADSs during the 180-day period following the date of this prospectus without the prior written consent of the international underwriters. See "Underwriting."

Brazil

        The offer and sale of our Class B shares will not be carried out by any means that would constitute a public offering in Brazil under Law No. 6,385, of December 7, 1976, as amended, and under CVM Rule (Instrução) No. 400, of December 29, 2003, as amended. The offer and sale of our Class B shares has not been and will not be registered with the Comissão de Valores Mobiliários in Brazil. Any representation to the contrary is untruthful and unlawful. Any public offering or distribution, as defined under Brazilian laws and regulations, in Brazil is not legal without such prior registration. Documents relating to the offering of our Class B shares, as well as information contained therein, may not be supplied to the public in Brazil, as the offering of common stock is not a public offering of securities in Brazil, nor may they be used in connection with any offer for sale of our common stock to the public in Brazil.

        Any offer of our common stock is addressed to the addressee personally, upon such addressee's request and for its sole benefit, and is not to be transmitted to anyone else, to be relied upon by anyone else or for any other purpose either quoted or referred to in any other public or private document or to be filed with anyone without the underwriters' prior, express and written consent.

Canada

        The securities may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

        Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

        Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the international underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

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Chile

        The Class B shares are not registered in the Securities Registry (Registro de Valores) or subject to the control of the Chilean Securities and Exchange Commission (Superintendencia de Valores y Seguros de Chile). This prospectus and other offering materials relating to the offer of the Class B shares do not constitute a public offer of, or an invitation to subscribe for or purchase, the Class B shares in the Republic of Chile, other than to individually identified purchasers pursuant to a private offering within the meaning of Article 4 of the Chilean Securities Market Act (Ley de Mercado de Valores) (an offer that is not "addressed to the public at large or to a certain sector or specific group of the public").

European Economic Area

        In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") an offer to the public of the Class B shares which are the subject of the offering contemplated by this prospectus may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any Class B shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

    (i)
    to any legal entity which is a qualified investor as defined in the Prospectus Directive;

    (ii)
    to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the international underwriters for any such offer; or

    (iii)
    in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Class B shares shall result in a requirement for the publication by Grupo Supervielle or any placement agent of a prospectus pursuant to Article 3 of the Prospectus Directive.

        For the purposes of this provision, the expression an "offer to the public" in relation to any Class B shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Class B shares to be offered so as to enable an investor to decide to purchase any Class B shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

France

        Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:

    (i)
    released, issued, distributed or caused to be released, issued or distributed to the public in France; or

    (ii)
    used in connection with any offer for subscription or sale of the shares to the public in France.

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        Such offers, sales and distributions will be made in France only:

    (i)
    to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d'investisseurs), in each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;

    (ii)
    to investment services providers authorized to engage in portfolio management on behalf of third parties; or

    (iii)
    in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l'épargne).

        The shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

Germany

        This document has not been prepared in accordance with the requirements for a securities or sales prospectus under the German Securities Prospectus Act (Wertpapierprospektgesetz), the German Sales Prospectus Act (Verkaufsprospektgesetz), or the German Investment Act (Investmentgesetz). Neither the German Federal Financial Services Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht—BaFin) nor any other German authority has been notified of the intention to distribute our Class B shares in Germany. Consequently, our Class B shares may not be distributed in Germany by way of public offering, public advertisement or in any similar manner and this document and any other document relating to the offering, as well as information or statements contained therein, may not be supplied to the public in Germany or used in connection with any offer for subscription of our Class B shares to the public in Germany or any other means of public marketing. Our Class B shares are being offered and sold in Germany only to qualified investors which are referred to in Section 3, paragraph 2 no. 1, in connection with Section 2, no. 6, of the German Securities Prospectus Act, Section 8f paragraph 2 no. 4 of the German Sales Prospectus Act, and in Section 2 paragraph 11 sentence 2 no. 1 of the German Investment Act. This document is strictly for use of the person who has received it. It may not be forwarded to other persons or published in Germany.

        The offering does not constitute an offer to sell or the solicitation or an offer to buy our Class B shares in any circumstances in which such offer or solicitation is unlawful.

Hong Kong

        The Class B shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (i) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance.

        No advertisement, invitation or document, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) has been issued or will be issued in Hong Kong or elsewhere other than with respect to the Class B shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance and any rules made under that Ordinance.

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WARNING

        The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Italy

        The offering of the Class B shares has not been registered with the Commissione Nazionale per le Società e la Borsa (CONSOB), in accordance with Italian securities legislation. Accordingly, the Class B shares may not be offered or sold, and copies of this offering document or any other document relating to the shares may not be distributed in Italy except to Qualified Investors, as defined in Article 34-ter, subsection 1, paragraph b) of CONSOB Regulation no. 11971 of May 14, 1999, as amended (the Issuers' Regulation), or in any other circumstance where an express exemption to comply with public offering restrictions provided by Legislative Decree no. 58 of February 24, 1998 (the Consolidated Financial Act) or Issuers' Regulation applies, including those provided for under Article 100 of the Finance Law and Article 34-ter of the Issuers' Regulation, and provided, however, that any such offer or sale of the shares or distribution of copies of this offering document or any other document relating to the Class B shares in Italy must (i) be made in accordance with all applicable Italian laws and regulations; (ii) be conducted in accordance with any relevant limitations or procedural requirements that CONSOB may impose upon the offer or sale of the shares; and (iii) be made only by (a) banks, investment firms or financial companies enrolled in the special register provided for in Article 107 of Legislative Decree no. 385 of September 1, 1993, to the extent duly authorized to engage in the placement and underwriting of financial instruments in Italy in accordance with the Consolidated Financial Act and the relevant implementing regulations; or (b) foreign banks or financial institutions (the controlling shareholding of which is owned by one or more banks located in the same EU Member State) authorized to place and distribute securities in the Republic of Italy pursuant to Articles 15, 16 and 18 of the Banking Act, in each case acting in compliance with all applicable laws and regulations.

Mexico

        The Class B shares have not been registered with the National Securities' Registry (Registro Nacional de Valores) maintained by the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores or CNBV), and may not be offered or sold publicly in Mexico.

        This document is not intended to be publicly distributed to an undetermined person through mass media, nor to serve as an application for the registration of the securities in Mexico, nor as a prospectus for their public offering in said jurisdiction.

        This document is addressed to you under a private offering exception contained in article 8 of the Securities Market Law (Ley del Mercado de Valores or LMV), for which you must comply with any of the following requirements:

    (i)
    you are either an institutional or qualified investor for purposes of Mexican law;

    (ii)
    you are a member of a group of less than 100 individually identified people to whom the Class B shares are being offered directly and personally; or

    (iii)
    you are an employee of the issuer and a beneficiary of an employees' benefit plan of said issuer.

        The LMV and CNBV regulations (along with other laws applicable in Mexico) define institutional investors as Mexican and foreign banks, broker dealers, insurance and bond companies, bonded warehouses, financial leasing companies, factoring companies and investment funds, private pension and annuities funds and foreign pension and investment funds. Such regulations also define qualified

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investors as individuals and corporations which maintain during the previous year investments in securities for an amount equal or similar to 1.5 million Mexican Unidades de Inversión or "UDIS" (approximately US$330,000) or that have obtained during the previous two years a gross income of at least 500,000 UDIS (approximately US$110,000) per year.

Netherlands

        The Class B shares may not, directly or indirectly, be offered or acquired in the Netherlands and this prospectus may not be circulated in the Netherlands, as part of an initial distribution or any time thereafter, other than to individuals or (legal) entities who or which qualify as qualified investors within the meaning of Article 1:1 of the Financial Supervision Act (Wet op het financieel toezicht) as amended from time to time.

Singapore

        The offer or invitation which is the subject of this document is only allowed to be made to the persons set out herein. Moreover, this document is not a prospectus as defined in the Securities and Futures Act (Chapter 289) of Singapore (SFA) and accordingly, statutory liability under the SFA in relation to the content of the document will not apply.

        As this document has not been and will not be lodged with or registered as a document by the Monetary Authority of Singapore, this document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Class B shares may not be circulated or distributed, nor may the Class B shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than: (i) to an institutional investor under Section 274 of the SFA; (ii) to a relevant person, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA; or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

        Where the Class B shares are subscribed or purchased under Section 275 of the SFA by a relevant person who is:

            (a)   a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

            (b)   a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the shares under Section 275 of the SFA except:

      To an institutional investor under Section 274 of the SFA or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets;

      Where no consideration is given for the transfer; or

      By operation of law.

        By accepting this document, the recipient hereof represents and warrants that he is entitled to receive such report in accordance with the restrictions set forth above and agrees to be bound by the

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limitations contained herein. Any failure to comply with these limitations may constitute a violation of law.

Spain

        This offer of Class B shares of Grupo Supervielle has not been and will not be registered with the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) and, therefore, no Class B shares of Grupo Supervielle may be offered, sold or distributed in any manner, nor may any resale of the Class B be carried out in Spain except in circumstances which do not constitute a public offer of securities in Spain or are exempted from the obligation to publish a prospectus, as set forth in Spanish Securities Market Act (Ley 24/1988, de 28 de julio, del Mercado de Valores) and Royal Decree 1310/2005, of 4 November, and other applicable regulations, as amended from time to time, or otherwise without complying with all legal and regulatory requirements in relation thereto. Neither the prospectus nor any offering or advertising materials relating to the Class B shares of Grupo Supervielle have been or will be registered with the CNMV and therefore they are not intended for the public offer of the Class B shares of Grupo Supervielle in Spain.

Switzerland

        The Class B shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the Class B shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

        Neither this document nor any other offering or marketing material relating to the offering, the company, or the Class B shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of Class B shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of Class B shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the Class B shares.

United Kingdom

        Each placement agent has represented and agreed that:

    It has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Class B shares in circumstances in which Section 21(1) of the FSMA does not apply to Grupo Supervielle; and

    It has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Class B shares in, from or otherwise involving the United Kingdom.

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ANTI-MONEY LAUNDERING

        The concept of money laundering is generally used to denote transactions intended to introduce criminal proceeds into the institutional system and thus to transform profits from illegal activities into assets of a seemingly legitimate origin.

        On April 13, 2000, the Argentine Congress passed Law No. 25,246 (as amended, including by Laws No. 26,087; 26,119; 26,268, 26,683 and 26,734 (the "Anti-Money Laundering Law")), which defines money laundering as a type of crime. In addition, the law, which supersedes several sections of the Argentine criminal code established severe penalties for anyone participating in any such criminal activity and created the UIF, establishing an administrative criminal system.

        Below is a summary of certain provisions regarding the provisions of the anti-money laundering regime set forth by the Anti-Money Laundering Law, as amended and supplemented by other rules and regulations, including regulations issued by the UIF, the Central Bank, the CNV and other regulatory entities. Investors are advised to consult their own legal counsel and to read the Anti-Money Laundering Law and its statutory regulations. The UIF is the agency responsible for the analysis, treatment and transmission of information, with the aim of preventing money laundering resulting from different crimes and the financing of terrorism. The Argentine Criminal Code defines money laundering as a crime committed by any person who exchanges, transfers, manages, sells, levies, disguises or in any other way commercializes goods obtained through a crime, with the possible consequence that the original assets or the substitute thereof appear to come from a lawful source, provided that their value exceeds Ps.300,000, whether such amount results from one or more related transactions. The penalties established are the following:

    (i)
    imprisonment for three (3) to ten (10) years and fines of two (2) to ten (10) times the amount of the transaction;

    (ii)
    the penalty provided in section (i) shall be increased by one third of the maximum and a half of the minimum, when (a) the person carries out the act on a regular basis or as a member of an association or gang organized with the aim of continuously committing acts of a similar nature, and (b) the person is a governmental officer who carries out the act in the course of his duties;

    (iii)
    if the value of the assets does not exceed Ps.300,000, the penalty shall be imprisonment for six (6) months to three (3) years.

        The Argentine Criminal Code also punishes any person who receives money or other assets from a criminal source with the purpose of applying them to a transaction, making them appear to be from a lawful source.

        In line with internationally accepted practices, the Anti-Money Laundering Law does not merely assign responsibility for controlling these criminal transactions to government agencies, but also assigns certain duties to various private sector entities such as banks, stockbrokers, brokerage houses and insurance companies, which become legally bound reporting parties. These duties basically consist of information-capturing functions.

        According to the Anti-Money Laundering Law, the following persons, among others, are subject to report to the UIF: (i) financial institutions and insurance companies; (ii) exchange agencies and individuals or legal entities authorized by the Argentine Central Bank to operate in the purchase and sale of foreign currency in the form of cash or checks drawn in foreign currency or by means of credit or debit cards or in the transfer of funds within Argentina or abroad; (iii) broker-dealers, companies managing investment funds, over-the-counter market agents, and intermediaries engaged in the purchase, lease, or borrowing of securities; (iv) armored transportation services companies and companies or concessionaires rendering postal services that carry out foreign currency transfers or

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remittance of different types of currency or notes; (v) governmental organizations, such as the Central Bank, the Argentine Tax Authority, the National Superintendency of Insurance (Superintendencia de Seguros de la Nación), the CNV and the IGJ; (vi) professionals in economics sciences and notaries public; and (vii) individuals and legal entities acting as trustees of any kind and individuals or legal entities related directly or indirectly to trust accounts, trustees and trustors under trust agreements.

        Individuals and entities subject to the Anti-Money Laundering Law must comply with some duties that include: (i) obtaining documentation from their customers that irrefutably evidences their identity, legal status, domicile, and other data stipulated in each case (know your customer policy); (ii) reporting any suspicious event or transaction (which according to the customary practices of the field involved, as well as to the experience and competence of the parties who have the duty to inform, are those transactions attempted or consummated that, having been previously identified as unusual transactions by the legally bound reporting party, or have no economic or legal justification or are unusually or unjustifiably complex, whether performed on a single occasion or repeatedly (regardless its amount)); and (iii) abstaining from disclosing to customers or third parties any act performed in compliance with the Anti-Money Laundering Law. Within the framework of analysis of a suspicious transaction report, the aforementioned individuals and entities cannot refrain from disclosing to the UIF any information required from it by claiming that such information is subject to bank, stock market or professional secret, or legal or contractual confidentiality agreements. The Argentine Tax Authority (AFIP) shall only disclose to UIF the information in its possession when the suspicious transaction report has been made by such entity and refers to the individuals or entities involved directly with the reported transaction. In all other cases the UIF shall request that the federal judge holding authority in a criminal matter order the AFIP to disclose the information in its possession.

        Argentine financial institutions must comply with all applicable anti-money laundering regulations as provided by the Central Bank, the UIF, and, if applicable, the CNV. In this regard, in accordance with Resolution No. 229/2014 of the UIF, both the Central Bank and the CNV are considered "Specific Control Organs". In such capacity, they must cooperate with the UIF in the evaluation of the compliance with the anti-money laundering proceedings by the legally bound reporting parties subject to their control. In that respect, they are entitled to supervise, monitor and inspect such entities, and if necessary, to implement certain corrective measures and actions. Resolution 121/2011 issued by the UIF, as amended ("Resolution 121"), is applicable to financial entities subject to the FIL, to entities subject to the Law No. 18,924, as amended, and to individuals and legal entities authorized by the Central Bank to intervene in the purchase and sale of foreign currency through cash or checks issued in foreign currency or through the use of credit or payment cards, or in the transfer of funds within or outside the national territory. Resolution No. 229/2011 of the UIF, as amended or supplemented by Resolutions No. 52/2012 and 140/2012 ("Resolution 229"), is applicable to brokers and brokerage firms, companies managing common investment funds, agents of the over-the-counter market, intermediaries in the purchase or leasing of securities affiliated with stock exchange entities with or without associated markets, and intermediary agents registered on forwards or option markets. Resolution 121 and Resolution 229 regulate, among other things, the obligation to collect documentation from clients and the terms, obligations and restrictions for compliance with the reporting duty regarding suspicious money laundering and terrorism financing transactions.

        Resolution 121 and Resolution 229 set forth general guidelines in connection with the client's identification (including the distinction between occasional and regular clients), the information to be requested, the documentation to be filed and the procedures to detect and report suspicious transactions.

        The Central Bank and the CNV must also comply with anti-money laundering regulations set forth by the UIF, including reporting suspicious transactions. In particular, the Central Bank must comply with UIF Resolution No. 12/2011, as supplemented by, among other resolutions, Resolutions No. 1/2012 and No 92/2012, which, among other things, sets forth the Central Bank's obligation to evaluate the

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anti-money laundering controls implemented by Argentine financial institutions (with the limitation of access to the reports and records of suspicious operations, which are, as explained above, confidential and subject only to the UIF's supervision), and lists examples of what circumstances should be specifically considered in order to establish whether a particular transaction may be considered unusual and eventually qualified as suspicious.

        Central Bank regulations require Argentine banks to take certain minimum precautions to prevent money laundering. Each institution must have an anti-money laundering committee, formed by a member of the Board of Directors, the officer responsible for anti-money laundering matters (oficial de cumplimiento) and an upper-level officer for financial intermediation and foreign exchange matters (i.e., with sufficient experience and knowledge on such matters and decision-making powers). Additionally, as mentioned, each financial institution must appoint a member of the Board of Directors as the person responsible for money laundering prevention, in charge of centralizing any information the Central Bank may require on its own initiative or at the request of any competent authority and reporting any suspicious transactions to the UIF. Notwithstanding the officer's role as a liaison with the UIF, all board members have personal, joint, several and unlimited responsibility for the entity's compliance with its reporting duties with the UIF. In addition, this officer will be responsible for the implementation, tracking and control of internal procedures to ensure compliance with the regulations in financial institutions and its subsidiaries.

        In addition, pursuant to Communication "A" 5738 (as amended and supplemented) of the Central Bank, Argentine financial institutions must comply with certain additional "know your customer policies." In this sense, pursuant to such Communication, under no circumstance may new commercial relationships be initiated if the "know your customer policies" and the risk management legal standards have not been complied with. In addition, in respect of the existing clients: if the "know your customer policies" could not be complied with, the Argentine financial institution must discontinue operations with such client (i.e. terminate the relationship with the client in accordance with Central Bank's regulations for each type of product) within 150 calendar days as of the notice of such circumstances. Operations do not have to be discontinued when the "know your customer" policies are complied with in such period or when simplified due diligence procedures were implemented pursuant to applicable laws. Furthermore, pursuant to this Communication, Argentine financial entities must keep the documentation related to the discontinuance for 10 years and include in their prevention manuals the detailed procedures to initiate and discontinue operations with clients in accordance with the above-mentioned additional "know your customer policies" implemented.

        The CNV Rules (as amended in September 2013) include a specific chapter regarding "Prevention of Money Laundering and the Financing of Terrorism" and state that the persons set forth therein (Negotiation Agents, Clearing and Settlement Agents (which are stockbrokers), Distribution and Placement Agents, Manager and Custody Agents of Collective Investment Funds, Brokerage Agents, Collective Depositary Agents, issuers with respect to capital contributions, irrevocable capital contributions for future capital increases or significant loans that have been made in its benefit, specifically with respect to the identity of contributors and/or creditors and the origin and legality of the funds so contributed or loaned) are to be considered legally bound to report under the Anti-Money Laundering Law, and therefore must comply with all the laws and regulations in force in connection with anti-money laundering and terrorism financing, including resolutions issued by the UIF, presidential decrees referring to resolutions issued by the United Nations Security Council in connection with the fight against terrorism and the resolutions (and its annexes) issued by the Ministry of Foreign Affairs. In addition, CNV Rules impose certain restrictions in connection with payment arrangements (limiting, among other things, the cash amount that the entities set forth therein could receive or pay per day and per client, to Ps.1,000) and impose certain reporting obligations.

        In addition, the CNV Rules establish that the above-mentioned entities shall only be able to carry out any transactions contemplated under the public offering system, when such transactions are carried

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out or ordered by persons organized, domiciled or resident in dominions, jurisdictions, territories or associated States included in the cooperating countries list contained in Executive Decree No. 589/2013, section 2(b). When such persons are not included in such list and in their home jurisdiction qualify as registered intermediaries in an entity under control and supervision of a body that carries out similar functions to those carried out by the CNV, they will only be allowed to carry out such transactions if they provide evidence indicating that the relevant securities and exchange commission in their home jurisdiction has signed a memorandum of understanding for cooperation and exchange of information with the CNV.

        Recently, the "National Coordination Program for the Prevention of Asset Laundering and the Financing of Terrorism" was created by Executive Decree No. 360/2016 as an instrument of the Ministry of Justice and Human Rights. This Program was assigned the duty to reorganize, coordinate and strengthen the national system for the prevention of money laundering and the financing of terrorism, taking in consideration the specific risks that might have an impact on Argentine territory and the global demand for a more effective compliance with international obligations and recommendations established under United Nations Conventions and the standards of the Financial Action Task Force (FATF). These duties will be performed and implemented through a National Coordinator appointed for this purpose. Also, applicable statutory rules were modified, and it was established that the Ministry of Justice and Human Rights will be the Argentine government's central authority in charge of the inter-institutional coordination among all public and private agencies and entities with competent jurisdiction on this matter, while the Financial Information Unit (UIF) will retain the ability to perform operating coordination activities at the national, provincial and municipal levels in relation to matters strictly inherent in its jurisdiction as a financial intelligence agency.

        For an extensive analysis of the money laundering regime in effect as of the date of this prospectus, investors should consult legal counsel and read Title XIII, Book 2 of the Argentine Criminal Code and any regulations issued by the UIF, the CNV and the Central Bank in their entirety. For such purposes, interested parties may visit the websites of the Argentine Ministry of Economy and Public Finance, at www.infoleg.gov.ar, the UIF, at www.uif.gov.ar, the CNV, at www.cnv.gob.ar, or the Central Bank, at www.bcra.gov.ar. The information found on such websites is not a part of this prospectus.

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GLOBAL OFFERING EXPENSES

        We estimate that our expenses in connection with the global offering, other than underwriting discounts and commissions, will be as follows:

 
  Amount
To Be paid
 

Commission registration fee

  US$ 37,309  

NYSE listing fee

  US$ 125,000  

FINRA filing fee

  US$ 54,824  

Mercado de Valores de Buenos Aires listing fee

  US$ 2,973  

Mercado Abierto Electrónico S.A. listing fee

  US$ 35,063  

Printing and engraving expenses

  US$ 300,000  

Legal fees and expenses

  US$ 1,490,000  

Accounting fees and expenses

  US$ 351,358  

Miscellaneous

  US$ 250,982  

Total

  US$ 2,647,509  

        All amounts in the table are estimated except the Commission registration fee, the NYSE listing fee, the FINRA filing fee and the Mercado de Valores de Buenos Aires fees. The expenses will be borne by us. The depositary has agreed to pay some of these expenses on our behalf, subject to the closing of the global offering.

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VALIDITY OF THE SECURITIES

        The validity of the ADSs and certain matters of U.S. law will be passed upon for us by Cleary Gottlieb Steen & Hamilton LLP, domiciled at One Liberty Plaza, New York, New York 10006. The validity of the Class B shares and other matters governed by Argentine law will be passed upon for us by Errecondo, González & Funes, Buenos Aires, Argentina. The international underwriters have been represented by Davis Polk & Wardwell LLP, New York, New York and Bruchou, Fernández Madero & Lombardi, Buenos Aires, Argentina.

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EXPERTS

        The audited consolidated financial statements of Grupo Supervielle as of December 31, 2015 and 2014 and for each of the three years ended December 31, 2015 included in this prospectus have been so included in reliance on the report of Price Waterhouse & Co. S.R.L., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS

        We are incorporated under the laws of Argentina. Substantially all of our assets and the assets of our subsidiaries are located outside the United States. All of our directors and all our officers and certain advisors named herein reside in Argentina or elsewhere outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons.

        Enforcement of foreign judgments would be recognized and enforced by the courts in Argentina provided that the requirements of Articles 517 through 519 of the National Civil and Commercial Procedure Code (if enforcement is sought before federal courts) are met, such as (i) the judgment, which must be final in the jurisdiction where rendered, was issued by a court competent in accordance with the Argentine principles regarding international jurisdiction and resulted from a personal action, or an in rem action with respect to personal property if such was transferred to Argentine territory during or after the prosecution of the foreign action; (ii) the defendant against whom enforcement of the judgment is sought was personally served with the summons and, in accordance with due process of law, was given an opportunity to defend against the foreign action; (iii) the judgment must be valid in the jurisdiction where rendered and its authenticity must be established in accordance with the requirements of Argentine law; (iv) the judgment does not violate the principles of public policy of Argentine law; and (v) the judgment is not contrary to a prior or simultaneous judgment of an Argentine court.

        We have been advised by our Argentine counsel Errecondo, González & Funes, that judgments of United States courts for civil liabilities based upon the federal securities laws of the United States may be, subject to the requirements described above, enforced in Argentina. A judgment against us obtained outside Argentina would be enforceable in Argentina without reconsideration of the merits.

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WHERE YOU CAN FIND MORE INFORMATION

        We have filed a registration statement (including amendments and exhibits to the registration statement) with the Commission on Form F-1 under the Securities Act. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement as well as the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed.

        Upon completion of this offering, we will become subject to the informational requirements of the U.S. Securities Exchange Act of 1934, or the Exchange Act. Accordingly, we will be required to file reports and other information with the Commission, including annual reports on Form 20-F and reports on Form 6-K. You may inspect and copy reports and other information to be filed with the Commission at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Commission's Public Reference Room by calling the Commission in the United States at 1-800-SEC-0330. In addition, the Commission maintains an Internet website at http://www.sec.gov, from which you can electronically access the registration statement and its materials.

        As a foreign private issuer, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act. However, we intend to furnish our shareholders with annual reports containing financial statements audited by our independent auditors and to make available to our shareholders quarterly reports containing unaudited financial data for the first three quarters of each year. We plan to file quarterly financial statements with the Commission within two months of the end of each of the first three quarters of our fiscal year, and we will file annual reports on Form 20-F within the time period required by the Commission, which will be four months from December 31, the end of our fiscal year.

        We will send the depositary a copy of all notices that we give relating to meetings of our shareholders, distributions to shareholders, offering of rights and a copy of any other report or communication that we make generally available to our shareholders. The depositary will make the notices, reports and communications that it receives from us available for inspection by registered holders of ADSs at its office. The depositary will mail copies of those notices, reports and communications to you if we ask the depositary to do so and we will furnish sufficient copies of materials for that purpose.

        We also file financial statements and other periodic reports with the CNV and the MERVAL in Argentina.

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INDEX TO THE FINANCIAL STATEMENTS

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Report of Independent Registered Public Accounting Firm

        To the Board of Directors and Shareholders of Grupo Supervielle S.A.

        In our opinion, the accompanying consolidated balance sheets and the related consolidated statement of income, of changes in shareholders´equity and of cash flows present fairly, in all material respects, the financial position of Grupo Supervielle S.A. and its subsidiaries at December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with accounting rules prescribed by the Banco Central de la República Argentina (the "BCRA"). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        Accounting rules prescribed by the BCRA vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 35 to the consolidated financial statements.

Buenos Aires, Argentina
April 15, 2016

Price Waterhouse & Co. S.R.L.

 
   
/s/ DIEGO SISTO

Diego Sisto
Partner
   

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Grupo Supervielle S.A. and Subsidiaries

Consolidated Balance Sheet

As of December 31, 2015 and 2014

(Expressed in thousands of Argentine pesos)

 
  December 31,  
 
  2015   2014  

ASSETS

             

Cash and due from banks

             

Cash

  Ps. 1,826,954   Ps. 1,237,761  

Financial institutions and correspondents

             

Argentine Central Bank

    4,813,285     2,219,405  

Other local financial institutions

    19,639     22,621  

Foreign

    129,927     156,240  

Other

    18,786     13,057  

  Ps. 6,808,591   Ps. 3,649,084  

Government and corporate securities (Note 5)

             

Holdings of trading securities

    229,627     98,656  

Unlisted Government securities

        1  

Investments in listed corporate securities

    11,008     173,715  

Securities issued by the Argentine Central Bank

    691,246     735,708  

  Ps. 931,881   Ps. 1,008,080  

Loans (Note 6)

             

To the non-financial public sector

    8,778     12,666  

To the financial sector

             

Interbank loans (Call money loans granted)

         

Other loans to domestic financial institutions

    179,719     2,435  

Accrued interest, adjustments and exchange rate differences receivable           

    2,015     1,079  

To the non-financial private sector and foreign residents

   
 
   
 
 

Overdrafts

    1,634,870     993,284  

Promissory notes

    5,984,777     5,583,705  

Mortgage loans

    50,032     69,554  

Automobile and other secured loans

    104,469     168,603  

Personal loans

    6,018,601     3,631,840  

Credit card loans

    5,677,922     3,688,328  

Foreign trade loans

    493,819     579,941  

Other loans

    459,755     213,251  

Accrued interest, adjustments and exchange rate differences receivable           

    428,600     357,844  

Documented interest

    (277,488 )   (287,605 )

Other

    (295 )   (1,322 )

Less: Allowances (Note 7)

    (617,313 )   (417,023 )

  Ps. 20,148,261   Ps. 14,596,580  

Other receivables from financial transactions (Note 8)

             

Argentine Central Bank

    394,612     204,542  

Amounts receivable for spot and forward sales pending settlement (Note 8)

    62,013     42,728  

Securities receivable under spot and forward purchases pending settlement (Note 8)

    13,365     192,041  

Unlisted corporate bonds

    14,243     191,372  

Balances from forward transactions without delivery of underlying asset pending settlement

    34,233     46,895  

Other (Note 8)

    1,949,291     1,591,255  

Less: Allowances (Note 7)

    (5,944 )   (5,221 )

  Ps. 2,461,813   Ps. 2,263,612  

   

The accompanying notes are an integral part of these consolidated financial statements

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Grupo Supervielle S.A. and Subsidiaries

Consolidated Balance Sheet (Continued)

As of December 31, 2015 and 2014

(Expressed in thousands of Argentine pesos)

 
  December 31,  
 
  2015   2014  

ASSETS (Continued)

             

Receivables from financial leases

             

Receivables from financial leases

  Ps. 1,069,808   Ps. 583,215  

Accrued interest and adjustments pending collection

    20,560     7,745  

Less: Allowances (Note 7)

    (15,391 )   (7,114 )

  Ps. 1,074,977   Ps. 583,846  

Unlisted equity investments (Note 9)

   
 
   
 
 

Other

    8,647     4,644  

Less: Allowances (Note 12)

    (173 )   (173 )

  Ps. 8,474   Ps. 4,471  

Miscellaneous receivables

   
 
   
 
 

Minimum presumed income tax—Tax credit (Note 20)

    6,247     6,370  

Other (Note 8)

    642,880     397,503  

Less: Allowances (Note 12)

    (27,319 )   (21,059 )

  Ps. 621,808   Ps. 382,814  

Premises and equipment, net (Note 10)

 
Ps.

193,474
 
Ps.

175,606
 

Miscellaneous assets (Note 11)

 
Ps.

515,670
 
Ps.

348,934
 

Intangible assets

   
 
   
 
 

Goodwill

    40,760     49,762  

Other intangibles

    211,196     165,805  

  Ps. 251,956   Ps. 215,567  

Unallocated items

   
28,912
   
12,600
 

Total Assets

 
Ps.

33,045,817
 
Ps.

23,241,194
 

   

The accompanying notes are an integral part of these consolidated financial statements

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Grupo Supervielle S.A. and Subsidiaries

Consolidated Balance Sheet (Continued)

As of December 31, 2015 and 2014

(Expressed in thousands of Argentine pesos)

 
  December 31,  
 
  2015   2014  

LIABILITIES

             

Deposits

   
 
   
 
 

Non-financial public sector

  Ps. 1,182,559   Ps. 1,441,506  

Financial sector

    250,981     150,817  

Non-financial private sector and foreign residents

             

Current accounts

    3,042,376     2,622,055  

Savings accounts

    7,753,696     5,352,593  

Time deposits

    10,034,025     6,651,006  

Investment accounts

    664,900     75,750  

Other

    567,477     456,453  

Accrued interest and exchange rate differences payable

    220,563     142,550  

  Ps. 23,716,577   Ps. 16,892,730  

Other liabilities from financial transactions

             

Argentine Central Bank—Other

    3,123     1,031  

Banks and international institutions (Note 14)

    130,182     53,640  

Unsubordinated negotiable obligations (Note 15)

    1,411,357     628,332  

Amounts payable for spot and forward purchases pending settlement (Note 8)

    12,328     200,482  

Securities to be delivered under spot and forward sales pending settlement (Note 8)

    62,698     60,903  

Premium for options issued

        483  

Loans from domestic financial institutions (Note 14)

    786,361     405,902  

Balances from forward transactions without delivery of underlying asset pending settlement

    37,543     113  

Other (Note 8)

    1,663,008     1,420,202  

Accrued interest and exchange rate differences payable

    46,095     15,716  

  Ps. 4,152,695   Ps. 2,786,804  

Miscellaneous liabilities

             

Directors' and Statutory Auditors' fees

    360     2,856  

Other (Note 8)

    1,478,298     924,128  

  Ps. 1,478,658   Ps. 926,984  

Provisions (Note 13)

   
63,459
   
49,786
 

Subordinated loan and negotiable obligations (Note 15)

    1,125,853     735,462  

Unallocated items

    64,035     87,692  

Non-controlling interests (Note 28)

    70,830     54,750  

Total Liabilities

  Ps. 30,672,107   Ps. 21,534,208  

SHAREHOLDERS' EQUITY

    2,373,710     1,706,986  

Total Liabilities and Shareholders' Equity

  Ps. 33,045,817   Ps. 23,241,194  

   

The accompanying notes are an integral part of these consolidated financial statements

F-5


Table of Contents


Grupo Supervielle S.A. and Subsidiaries

Consolidated Statement of Income

As of December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos)

 
  December 31,  
 
  2015   2014   2013  

Financial income

                   

Interest on loans granted to the financial sector          

   
9,173
   
8,556
   
11,496
 

Interest on overdrafts

    594,315     341,500     163,888  

Interest on promissory notes

    1,400,099     1,179,807     759,033  

Interest on mortgage loans

    10,014     14,029     11,861  

Interest on automobile and other secured loans          

    32,678     51,751     59,965  

Interest on credit card loans

    1,289,386     814,400     500,316  

Interest on financial leases

    178,219     80,442     47,768  

Interest on other loans

    2,186,064     1,378,625     804,399  

Interest on other receivables from financial transactions

    38,066     14,197     12,570  

Income from government and corporate securities

    689,472     661,375     420,734  

Income from options

    483     2,294     2,115  

Consumer price index adjustment ("CER")

    374     339     46  

Exchange rate differences on gold and foreign currency

    44,735     105,392     94,873  

Other (Note 19)

    268,666     98,645     156,316  

  Ps. 6,741,744   Ps. 4,751,352   Ps. 3,045,380  

Financial expenses

                   

Interest on current account deposits

        1      

Interest on savings account deposits

    4,830     3,141     2,182  

Interest on time deposits

    2,168,344     1,555,249     814,866  

Interest on interbank loans (call money loans)          

    18,933     10,143     8,907  

Interest on other loans from the financial sector          

    137,982     101,935     63,529  

Interest on other liabilities from financial transactions

    266,760     201,839     127,908  

Interest on subordinated obligations

    81,282     63,742     37,184  

Other interest

    56,404     45,382     10,601  

Consumer price index adjustment (CER)

    276     416     164  

Contributions made to Deposit Insurance Fund          

    180,704     59,175     23,833  

Other (Note 19)

    470,535     423,503     214,742  

  Ps. 3,386,050   Ps. 2,464,526   Ps. 1,303,916  

Gross financial margin—gain

   
3,355,694
   
2,286,826
   
1,741,464
 

Loan loss provisions

   
543,844
   
356,509
   
350,535
 

Services fee income

   
 
   
 
   
 
 

In relation to lending transactions

    384,047     315,084     430,275  

In relation to deposits transactions

    678,531     531,892     388,529  

Other commissions

    77,071     76,681     41,463  

Other (Note 19)

    1,696,059     1,249,580     905,392  

  Ps. 2,835,708   Ps. 2,173,237   Ps. 1,765,659  

Services fee expense

                   

Commissions

    365,847     307,017     177,781  

Other (Note 19)

    412,645     305,228     243,806  

  Ps. 778,492   Ps. 612,245   Ps. 421,587  

   

The accompanying notes are an integral part of these consolidated financial statements

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Grupo Supervielle S.A. and Subsidiaries

Consolidated Statement of Income (Continued)

As of December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos)

 
  December 31,  
 
  2015   2014   2013  

Administrative expenses

                   

Personnel expenses

  Ps. 2,767,111   Ps. 1,982,234   Ps. 1,483,854  

Directors' and statutory auditors' fees

    59,475     29,668     22,992  

Other professional fees

    186,586     116,267     83,510  

Advertising and publicity

    165,413     98,422     93,686  

Taxes

    268,520     165,635     116,664  

Depreciation of premises and equipment

    56,637     43,308     35,989  

Amortization of other intangibles

    92,431     66,897     55,844  

Other operating expenses

    584,341     453,685     347,802  

Other

    80,889     57,726     46,860  

  Ps. 4,261,403   Ps. 3,013,842   Ps. 2,287,201  

Subtotal—Income from financial transactions

 
Ps.

607,664
 
Ps.

477,467
 
Ps.

447,800
 

Income from insurance activities

   
175,947
   
   
 

Miscellaneous income

                   

Results from equity investments

    3     1,688     5  

Default interests

    51,907     43,026     27,019  

Loans recovered and allowances reversed

    60,199     74,170     42,791  

Other (Note 19)

    255,056     71,121     59,430  

  Ps. 367,165   Ps. 190,005   Ps. 129,245  

Miscellaneous losses

   
 
   
 
   
 
 

Results from equity investments

        1,414     81  

Default interests and charges paid to the Argentine Central Bank

    176     255     122  

Loan loss provisions for miscellaneous receivables and other provisions

    23,863     16,894     36,284  

Depreciation and losses from miscellaneous assets

    7,311     1,468     301  

Amortization of goodwill

    9,302     9,662     10,718  

Other (Note 19)

    172,775     62,068     48,228  

  Ps. 213,427   Ps. 91,761   Ps. 95,734  

Non-controlling interests result

 
Ps.

(16,080

)

Ps.

(13,707

)

Ps.

(10,556

)

Income before tax

    921,270     562,004     470,755  

Income tax

  Ps. (247,161 ) Ps. (199,084 ) Ps. (97,765 )

Net Income for the fiscal year

  Ps. 674,109   Ps. 362,920   Ps. 372,990  

Basic earnings per share

    4.42     2.93     3.01  

Diluted earnings per share

   
4.42
   
2.93
   
3.01
 

   

The accompanying notes are an integral part of these consolidated financial statements

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Grupo Supervielle S.A. and Subsidiaries

Consolidated Statement of Cash Flows

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos)

 
  December 31,  
 
  2015   2014   2013  

Changes in cash and cash equivalents

                   

Cash and cash equivalents at the beginning of the year

  Ps. 4,046,180   Ps. 2,786,733   Ps. 2,195,075  

Cash and cash equivalents at the end of the year

    7,616,502     4,046,180     2,786,733  

Net increase in cash and cash equivalents

  Ps. 3,570,322   Ps. 1,259,447   Ps. 591,658  

Causes of changes in cash and cash equivalents

                   

Cash Flow from operating activities

                   

Net (payments)/collections related to:

                   

Government and corporate securities

  Ps. 744,287   Ps. 97,819   Ps. (99,098 )

Loans

                   

To the financial sector

    (169,047 )   41,071     38,667  

To the non-financial public sector

    5,747     6,240     5,660  

To the non-financial private sector and foreign residents

    (184,866 )   (580,329 )   (2,607,908 )

Other receivables from financial transactions

    76,259     884,848     1,557,905  

Receivables from financial leases

    (219,970 )   (305,926 )   (142,226 )

Deposits

                   

To the financial sector

    100,164     49,844     35,671  

To the non-financial public sector

    (314,813 )   243,957     228,529  

To the non-financial private sector and foreign residents

    4,827,512     2,176,009     2,422,183  

Other liabilities from financial transactions

                   

Interbank loans (call money loans received)

    (139,115 )   54,834     (91,763 )

Other (except for liabilities included in Financing Activities)

    (417,149 )   162,325     (187,505 )

Collections related to income from services

    3,040,982     2,149,487     1,791,367  

Payments related to expenses for services

    (902,340 )   (641,098 )   (447,926 )

Administrative expenses paid

    (3,608,264 )   (2,650,606 )   (2,093,791 )

Payment of organization and development expenses

    (100,886 )   (75,517 )   (57,710 )

Net collections of penalty interest

    51,907     43,026     27,019  

Differences deriving from court resolutions paid

        (297 )    

Other collections related to miscellaneous income and losses

    23,913     58,286     42,966  

Net (payments) / collections related to other operating activities

    (73,512 )   174,185     41,234  

Income tax/Minimum Presumed Income Tax paid

    (290,971 )   (126,867 )   (90,422 )

Net cash provided by operating activities

  Ps. 2,449,838   Ps. 1,761,291   Ps. 372,852  

Cash Flow from investing activities

                   

Net collections / (payments) related to bank premises and equipment

    35,742     (51,847 )   (42,802 )

Net payments related to miscellaneous assets

    (220,287 )   (310,888 )   (42,804 )

Payments for sales of equity investments

        (9 )   (4,554 )

Other (payments) for investment activities

    (4,289 )   (758 )   (27 )

Net cash used in investing activities

  Ps. (188,834 ) Ps. (363,502 ) Ps. (90,177 )

Cash Flow from financing activities

                   

Net collections / (payments) related to:

                   

Unsubordinated negotiable obligations

  Ps. 638,722   Ps. (70,699 ) Ps. 192,367  

Argentine Central Bank

    2,092     195     251  

International banks and institutions

    74,445     7,631     (8,603 )

Subordinated loans and negotiable obligations

    (74,684 )   (60,208 )   3,769  

Financing received from Argentine financial institutions

    254,113     (109,930 )   (35,213 )

Payment of dividends

    (7,385 )   (8,342 )   (8,672 )

Other (payments) from Financing Activities

    (16,616 )   (92,725 )   (7,292 )

Net cash provided by financing activities

  Ps. 870,687   Ps. (334,078 ) Ps. 136,607  

Financial income on cash and cash equivalents (including interest and monetary results)

    438,631     195,736     172,376  

Net increase in cash and cash equivalents

  Ps. 3,570,322   Ps. 1,259,447   Ps. 591,658  

   

The accompanying notes are an integral part of these consolidated financial statements

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Grupo Supervielle S.A. and Subsidiaries

Consolidated Statement of Changes in Shareholders' Equity

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos

 
  Contribution from
shareholders
   
   
   
   
 
 
  Reserves    
   
 
 
  Capital
Stock
  Paid-in
Capital
  Retained
earnings
  Total
Shareholders'
Equity
 
 
  Legal   Other  

Balance at December 31, 2012

  Ps. 124,485   Ps. 91,543   Ps. 22,091   Ps. 423,766   Ps. 326,205   Ps. 988,090  

Distribution of retained earnings by the shareholders' meeting on April 30, 2013

                                   

Legal Reserve

              2,806           (2,806 )    

Other Reserves

                  314,727     (314,727 )    

Dividend distribution

                    (8,672 )   (8,672 )

Net Income for the year

                    372,990     372,990  

Balance at December 31, 2013

  Ps. 124,485   Ps. 91,543   Ps. 24,897   Ps. 738,493   Ps. 372,990   Ps. 1,352,408  

Distribution of retained earnings by the shareholders' meeting on April 30, 2014

                                     

Legal Reserve

                           

Other Reserves

                364,648     (364,648 )    

Dividend distribution

                    (8,342 )   (8,342 )

Net Income for the year

                    362,920     362,920  

Balance at December 31, 2014

  Ps. 124,485   Ps. 91,543   Ps. 24,897   Ps. 1,103,141   Ps. 362,920   Ps. 1,706,986  

Distribution of retained earnings by the shareholders' meeting on April 30, 2015

                                     

Legal Reserves

                           

Other Reserve

                355,535     (355,535 )    

Dividend distribution

                    (7,385 )   (7,385 )

Capitalization of retained earnings

    124,485             (124,485 )        

Net Income for the year

                    674,109     674,109  

Balance at December 31, 2015

  Ps. 248,970   Ps. 91,543   Ps. 24,897   Ps. 1,334,191   Ps. 674,109   Ps. 2,373,710  

   

The accompanying notes are an integral part of these consolidated financial statements

F-9


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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

1. Business of the Company

        Grupo Supervielle S.A. ("Grupo Supervielle", the "Company" or the "Group") is a financial services holding company organized under the laws of Argentina that conducts its business through its subsidiaries, providing banking services, proprietary brand credit card services, personal loans, insurance and other services. The detail subsidiaries of the Company and respective ownership is included in Note 2.

2. Basis of Consolidation

        Grupo Supervielle's consolidated financial statements as of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013 include the assets, liabilities and results of the controlled companies detailed below. The percentages directly or indirectly held by Grupo Supervielle in each of those companies' capital stock are as follows:

Issuing Company
  December 31,
2015
  December 31,
2014
 

Grupo Supervielle S.A.

             

Banco Supervielle S.A. ("Banco")

    97.39 %   97.39 %

Cordial Compañía Financiera S.A. ("CCF")

    97.52 %   97.52 %

Cordial Microfinanzas S.A. ("Cordial")

    99.67 %   99.67 %

Sofital S.A.F. e II ("Sofital")

    95.03 %   95.03 %

Tarjeta Automática S.A. ("Tarjeta")

    99.68 %   99.68 %

Supervielle Asset Management S.A. Sociedad Gerente de Fondos Comunes de Inversión ("SAM")

    99.75 %   99.75 %

Espacio Cordial de Servicios S.A. ("ECS")

    99.75 %   99.75 %

Supervielle Seguros S.A. ("SS")

    99.75 %   99.75 %

        Intercompany balances and transactions have been eliminated in consolidation.

3. Significant Accounting Policies

        The consolidated financial statements have been prepared in accordance with the rules of the Argentine Central Bank ("BCRA") which prescribes the generally accepted accounting principles for all banks in Argentina ("Argentine Banking GAAP"), which differs in certain significant respects from generally accepted accounting principles in Argentina applicable to enterprises in general ("Argentine GAAP") (see Note 29).

        For purpose of these consolidated financial statements, certain disclosures related to formal legal requirements for reporting in Argentina have been omitted since they are not required for Securities and Exchange Commission ("SEC") reporting purposes.

        The following is a summary of significant policies followed by the Group in the preparation of the consolidated financial statements.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

3. Significant Accounting Policies (Continued)

3.1   Presentation of Financial Statements in Constant Argentine Pesos

        The consolidated financial statements have been prepared in constant monetary units, reflecting the overall effects of inflation through August 31, 1995. As from that date, in accordance with Argentine Banking GAAP and the requirements of the control authorities, restatement of the financial statements was discontinued until December 31, 2001. As from January 1, 2002, in accordance with Argentine Banking GAAP recognition of the effects of inflation has been resumed. In accordance with BCRA Communication "A" 3,921, inflation accounting was discontinued as from March 1, 2003.

3.2   Foreign Currency

        Assets and liabilities denominated in foreign currencies are converted into pesos using the year-end exchange rates. Transactions denominated in foreign currencies are translated into local currency at the prevailing exchange on the date of transaction settlement. Foreign exchange differences were recorded in the statement of income for each year in the caption "Exchange rate differences on gold and foreign currency"

3.3   Gold

        Gold has been valued at its market price at the year-end and converted into pesos using the year-end exchange rates.

3.4   Government and Corporate Securities

        Government securities mainly represent obligations of the Argentine government. Corporate securities included in this caption consist of listed corporate equity securities and listed debt securities. Corporate equity and debt securities are considered to be held for trading purposes as defined under Argentine Banking GAAP.

        Realized and unrealized gains and losses on sales and interest income on government and corporate securities are included as "Income from government and corporate securities" in the accompanying statement of income.

Government Securities

        Argentine Banking GAAP establishes two categories in which banks should classify Argentine government securities, according to the purpose of the relevant assets. The Group recognizes the securities as follows:

    a)
    Securities measured at fair value: These securities, that have an active market in accordance with Central Bank rules, have been valued at their market price at year-end and converted into pesos following the procedure described in Note 3.2. Realized and unrealized exchange gains and losses are recorded in financial income for each year. Changes in fair value of these securities are recorded as financial income.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

3. Significant Accounting Policies (Continued)

    b)
    Securities measured at amortized cost: These securities, that do not have an active market in accordance with Central Bank rules, are valued at acquisition cost plus financial results accrued, exponentially applying the internal rate of return as per their issuance terms and conditions. The accruals of the internal rate of return mentioned above were recorded in the related consolidated statements of income.

Investments in listed corporate securities

        These securities have been valued at their market price at each year-end. Changes in valuation of these securities are recorded as financial income for each year.

3.5   Interest Income (Expense)

        Interest income and expense are recognized on an accrual basis using the straight-line method. For all lending and certain borrowing transactions in local and foreign currency with maturities greater than 92 days, interest is recognized on a compounded basis, which provides for an increasing effective rate over the life of the loan.

        The Bank suspends the accrual of interest when the related loan is 90 days past due and the collection of interest and principal is in doubt. The suspension of interest corresponds to the loans classified as "with problems" and "medium risk" or below, under Argentine Central Bank's classification rules. Accrued interest remains on the Bank's books and is considered to be part of the loan balance when determining the allowance for loan losses. Regarding impaired loans, interest is recognized on a cash basis after reducing the balance of accrued interest, if applicable.

3.6   Loans

        Loans are valued at amortized cost, plus interest accrued at each balance sheet date, net of allowances for loan losses, as described in note 3.7.

3.7   Allowances for Loan Losses

        Allowances for loan losses are recognized considering the evaluation of the debt repayment capacity, the degree of debtors' compliance and the guarantees securing the respective transactions, following the regulations on Debtor Classification and Minimum Loan Loss Risk Allowances issued by the BCRA.

3.8   Other receivables and liabilities from financial transactions

    Amounts receivable for spot and forward sales pending settlement:  These receivables have been valued at their agreed settlement value. The difference between the market value of the securities and/or the foreign currency exchanged at the time of execution of the sale contracts and the agreed forward exchange value (premium) was accreted into income during the period held. The securities and/or foreign currency to be delivered were valued as stated on note 3.4,

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

3. Significant Accounting Policies (Continued)

      and recorded as Securities to be delivered under spot and forward sales pending settlement within "Other liabilities from financial transactions".

    Securities receivable and to be delivered for spot and forward sales pending settlement:  Securities and/or foreign currency to be received for purchases and to be delivered for sales are valued following the procedure described in Note 3.2.

    Unlisted corporate bonds:  Have been valued at acquisition cost plus accrued interest at year-end.

    Other receivables not included in the Debtor Classification Regulations:  This caption includes participation certificates issued by trusts and investments in mutual funds.

    Participation certificates issued by trusts have been accounted for under the equity method, and debt securities issued by trusts in pesos and in foreign currency been accounted for at cost plus accrued interest. Investments in mutual funds have been accounted for at fair value, using market prices at each balance sheet date. Changes in valuation are recognized in the statement of income.

    Banks and international institutions and subordinated negotiable obligations:  Valued on the basis of the cash received, net of transaction costs, plus the financial results accrued on the basis of the internal rate of return estimated upon initial recognition.

3.9   Receivables from financial leases

        The receivable from financial leases were valued at the discounted value of the sum of minimum installments pending collection (excluding any contingent installments), the residual value and the purchase options. Interests earned on these receivables are recognized as financial income.

3.10 Provisions for Contingencies

        The Group has certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings, including those involving labor and other matters. The Group accrues liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated.

3.11 Unlisted equity investments

        Under Argentine Banking GAAP, the equity method is used to account for investments where a significant influence in the corporate decision making process exists. Investments in which the Group does not exercise significant influence are accounted for at cost.

        Unlisted equity investments in other companies were valued as follows:

In Argentine non-controlled entities carrying out supplementary authorized activities:

        Investments in Provincanje S.A., Mercado Abierto Electrónico S.A., Sedesa, Argencontrol S.A., Compensadora Electrónica S.A. Mendoza Fiduciaria S.A., Cuyo Aval S.G.R., ACH S.A., Garantizar S.G.R., Campo Aval S.G.R., Los Grobo S.G.R., Vínculos S.G.R. y Afianzar S.G.R.,

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

3. Significant Accounting Policies (Continued)

Garantía de Valores S.G.R., Americana de Valores S.G.R., Acindar Pymes S.G.R. y AFFIDAVIT S.G.R. were valued at cost, adjusted for inflation where applicable, as indicated in note 3.1, with the limit of their respective equity value calculated based on the latest financial statements of the issuers available at year-end.

In other Argentine controlled companies:

        The investment in Viñas del Monte S.A. ("Viñas del Monte") was valued at cost.

In other Argentine non-controlled companies:

        The investment in San Luis Trading S.A. was valued at cost, adjusted for inflation as indicated in note 3.1.

In other foreign non-controlled companies:

        The equity investment in SWIFT was valued at cost.

3.12 Premises and Equipment and Miscellaneous Assets

        Have been valued at cost and adjusted for inflation, where applicable, as indicated in Note 3.1., less the corresponding accumulated depreciation.

        Depreciation is calculated following the straight-line method over the following estimated useful lives:

Buildings

  50 years

Furniture and facilities

  10 years

Machinery and equipment

  5 years

Vehicles

  5 years

Other

  5 years

        The cost of maintenance and repairs is charged to expense as incurred. The cost of significant renewals and improvements are added to the carrying amount of the respective assets. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of income.

        The recorded value of these assets does not exceed their estimated recoverable value.

3.13 Miscellaneous Assets

        Have been valued at cost and adjusted for inflation, where applicable, as indicated in Note 3.1, less accumulated depreciation, calculated following the straight-line method over the estimated useful lives of the assets. The recorded value of these assets does not exceed their estimated recoverable value. (See note 11).

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

3. Significant Accounting Policies (Continued)

3.14 Intangible Assets

Other intangibles

        Other intangibles consist of computer software costs and leasehold improvements and have been valued at cost, less accumulated amortization.

        Amortization of leasehold improvements is calculated following the straight-line method over the shorter of the life of the improvement or the remaining lease term. Amortization of computer software cost is calculated following the straight-line method over a 5 years period.

Goodwill

        Represents the excess of the acquisition cost over the value assigned to businesses acquired. Goodwill is amortized following the straight-line method over estimated useful lives, not exceeding 10 years.

3.15 Severance and vacation

        Severance costs are expensed in the year in which the termination terms are agreed with the employees.

        Vacations are expensed as paid.

3.16 Deposits

        Deposits are valued at amortized cost. For deposits denominated in foreign currency, the procedure described in Note 3.2 is applied.

3.17 Subordinated Negotiable Obligations

        Subordinated Negotiable Obligations are valued at amortized cost plus accrued interest using the internal rate of return.

3.18 Shareholders' Equity

        Shareholders' Equity accounts have been adjusted for inflation following the procedure described in Note 3.1, except for the "Capital Stock" account, which has been stated at their original values. The adjustment stemming from the restatement of these accounts has been capitalized.

3.19 Minimum Presumed Income Tax and Income Tax

        Income tax is calculated at the rate of 35% on the tax result for all the years presented. Argentine Banking GAAP does not require the recognition of the effects of temporary differences between the carrying amounts of existing assets and liabilities and their respective tax basis and, therefore, income taxes for Banco Supervielle and Cordial Compañía Financiera are recognized on the basis of amounts due in accordance with Argentine tax regulations.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

3. Significant Accounting Policies (Continued)

        Minimum presumed income tax, established by Law No. 25,063, complements income tax since while the latter is assessable on the taxable profit for the fiscal year, minimum presumed income tax is a minimum tax levied on potential income provided by certain productive assets at the rate of 1%; the Entity's tax obligation for each fiscal year being the higher of the two taxes. However, if in any fiscal year minimum presumed income tax exceeds income tax, that amount in excess will be computable as payment on account of income tax in excess of minimum presumed income tax arising in any of the following ten fiscal years.

        The abovementioned law establishes that, the entities regulated by the Financial Institutions Law must consider 20% of their taxable assets as the taxable basis for calculation of the minimum presumed income tax, after deducting those defined as non-computable assets.

3.20 Cash and Cash Equivalents

        Cash and cash equivalents include cash and due from banks and highly liquid investments with an original maturity of less than three months according to the following detail:

 
  December 31,  
 
  2015   2014   2013  

Cash and due from banks

  Ps. 6,808,591   Ps. 3,649,084   Ps. 2,662,592  

Securities issued by the BCRA—listed

    645,218     356,991      

Holding of trading securities

        1,537     76,294  

Investments in mutual funds

    162,693     35,846     47,847  

Time deposits—less than 90 days

        2,722      

Cash and cash equivalents

  Ps 7,616,502   Ps. 4,046,180   Ps. 2,786,733  

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

3. Significant Accounting Policies (Continued)

        Reconciliation between balances as appearing on the Balance sheet and the items considered as Cash and cash equivalents:

 
  December 31,  
 
  2015   2014   2013  

Cash and due from banks

                   

As per the Balance sheet

  Ps. 6,808,591   Ps. 3,649,084   Ps. 2 662,592  

As per the Statement of cash flows

  Ps. 6,808,591   Ps. 3,649,084   Ps. 2,662,592  

Government and corporate securities

                   

Securities issued by the BCRA

                   

As per the Balance sheet

  Ps. 691,246   Ps. 735,708      

BCRA bills and notes—unlisted

    (46,028 )   (378,717 )    

As per the Statement of cash flows

  Ps. 645,218   Ps. 356,991      

Holding of trading securities

                   

As per the Balance sheet

  Ps. 229,627   Ps 98,656   Ps. 475,354  

Investments in unapplied listed corporate securities

    (229,627 )   (97,119 )   (399,060 )

As per the Statement of cash flows

      Ps. 1,537   Ps. 76,294  

Other receivables from financial transactions

                   

Other receivables not included in the debtor classification regulations

                   

Financial trust Participation Certificates, Financial trust debt securities and other (Note 8)

  Ps. 1,543,389   Ps. 1,359,809   Ps. 1,204,677  

Other assets

    (1,380,696 )   (1,323,963 )   (1,156,830 )

As per the Statement of cash flows

  Ps. 162,693   Ps. 35,846   Ps. 47,847  

Acceptances, certificate of deposits and time deposits less than 90 d.

                   

Other (Note 8)

  Ps. 45.960   Ps. 106,293   Ps. 59,519  

Other financings

    (1,348 )   (183 )   (947 )

Accrued commissions

    (26,373 )   (2,520 )   (2,770 )

Time deposits not considered cash equivalent

        (1,422 )   (36 )

Other assets

    (18,239 )   (99,447 )   (55,766 )

As per the Statement of cash flows

      Ps. 2,722      

3.21 Use of Estimates

        The preparation of financial statements in conformity with Argentine Banking GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting years. Significant estimates include those required for the accounting of the allowance for loan losses, the recoverable value of assets and the provisions for contingencies, among others. Actual results could differ from those estimates.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

3. Significant Accounting Policies (Continued)

3.22 Impairment of long-lived assets

        The Group periodically evaluates the carrying value of its long-lived assets and certain intangible assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying value of a long-lived asset is considered impaired by the Group when the expected cash flows, discounted and without interest cost, from such an asset, is less than its carrying value. In that event, a loss would be recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Previously recognized impairment loss is only reversed when there is a subsequent change in estimates used to compute the fair value of the asset. In that event, the new carrying amount of the asset should be the lower of its fair value or the net carrying amount the asset would have had if no impairment had been recognized.

4. Restricted Assets

        At December 31 2015 and 2014, the following Group's assets are restricted:

 
  December 31,  
Item
  2015   2014  

Loans

             

In guarantee of secured borrowings

  Ps. 353,712   Ps. 100,027  

  Ps. 353,712   Ps. 100,027  

Other receivables from financial transactions

             

Special guarantee accounts in BCRA(a)

    372,988   Ps. 201,288  

Others

    1,247     286  

  Ps. 374,235   Ps. 201,574  

Miscellaneous receivables

             

Trust guarantee deposits

  Ps. 10,416   Ps. 23,355  

Guarantee deposits for forward transactions

    6,902     3,770  

Guarantee deposits for options issued

        1,770  

Guarantee deposits for credit cards

    104,223     56,136  

Other guarantee deposits

    5,702     40,803  

Total

  Ps. 127,243   Ps. 125,834  

(a)
Includes the special accounts balances as security for activities related to automated clearing house

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

5. Government and Corporate Securities

        Government and corporate securities consist of the following:

 
  December 31,  
 
  2015   2014  

Holding of Government Securities

             

Measured at fair value

  Ps. 229,627   Ps. 98,656  

Measured at amortized cost

        1  

Total

  Ps. 229,627   Ps. 98,657  

Securities issued by the BCRA

             

Measured at fair value

    645,218     319,151  

Measured at amortized cost

    46,028     378,717  

Securities received by repurchase agreements

        37,840  

Total

  Ps. 691,246   Ps. 735,708  

Investment in listed corporate securities

             

Argentine shares

    11,008     82,558  

Foreign shares

        91,157  

Total

  Ps. 11,008   Ps. 173,715  

Total government and corporate securities

  Ps. 931,881   Ps. 1,008,080  

        The maturities as of December 31, 2015, of government and corporate securities were as follows:

 
   
  Maturing within  
 
  Carrying
value
  1 year   1 to 5 years   5 to 10 years   After
10 years
 

Listed Government Securities

  Ps. 229,627     31,259     189,739     183     8,446  

Securities issued by the BCRA

    691,246     691,246              

Investment in listed corporate securities

    11,008     11,008              

  Ps. 931,881     733,513     189,739     183     8,446  

6. Loans

        The Group's lending activities consist of the following:

    Loans to the non-financial public sector: loans to the federal and provincial governments of Argentina.

    Loans to the financial sector: loans to local banks and financial entities.

    Loans to the non-financial private sector and foreign residents:

            Overdrafts— short-term obligations drawn on by customers through overdrafts of current accounts.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

6. Loans (Continued)

            Promissory Notes— endorsed promissory notes, discounted and purchased bills and factored loans.

            Mortgage loans— loans to purchase or improve real estate and collateralized by such real estate or commercial loans secured by real estate.

            Automobile and other secured loans— loans where collateral is pledged as an integral part of the loan document.

            Personal loans— loans to individuals.

            Credit card loans— loans to credit card holders.

            Foreign Trade loans— loans to exporters / importers.

            Government securities loans— loans where government securities are exchanged.

            Other— includes mainly short-term loans for export prefinancing and financing.

        As of December 31, 2015 and 2014, the classification of the Group's loan portfolio pursuant to BCRA regulations was as follows:

 
  December 31,  
 
  2015   2014  

Non-financial public sector

  Ps. 8,778   Ps. 12,666  

Financial sector (Argentine)

    181,734     3,514  

Non-financial private sector and foreign residents

    20,575,062     14,997,423  

Commercial

             

—With self-liquidating preferred guarantees

    312,983     342,107  

—With other preferred guarantees

    1,440,973     1,096,450  

—Without preferred guarantees

    7,026,419     6,158,205  

Consumer

             

—With self-liquidating preferred guarantees

    69,272     30,552  

—With other preferred guarantees

    281,285     234,974  

—Without preferred guarantees

    11,444,131     7,135,135  

Subtotal

    20,765,574     15,013,603  

Less: Allowance (Note 7)

    (617,313 )   (417,023 )

Total

  Ps. 20,148,261   Ps. 14,596,580  

        Loans with "Self-liquidating preferred guarantees" consist mainly of loans secured by cash collateral, gold collateral, warrants over primary products and other forms of collateral of self-liquidation.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

6. Loans (Continued)

        Loans with "Other preferred guarantees" consist, in general, of loans secured by mortgages and other forms of collateral pledged to secure the loan amount.

        Loans with "Without preferred guarantees" consist, in general, of unsecured loans.

        The following industry segments comprised the most significant loan concentrations as of December 31, 2015 and 2014:

 
  December 31,  
 
  2015   2014  

Financial Sector

    1.9 %   2.1 %

Services

    6 %   5.3 %

Primary Products

    8.4 %   10.5 %

Consumer

    59.4 %   53.4 %

Retail Trade

    1.5 %   3.6 %

Construction

    7.5 %   6.3 %

Manufacturing

    7.9 %   10.0 %

Other

    7.4 %   8.8 %

        Substantially all of Group´s operations, property and customers are located in Argentina. Therefore, the performance of loan portfolio, financial condition and the results of its operations depend primarily on the macroeconomic and political conditions prevailing in Argentina.

7. Allowance for Loan Losses

        The activity in the allowance for loan losses (which includes the allowances for loans, for other receivables from financial transactions and for receivables from financial leases) for the years ended December 31, 2015, 2014 and 2013, was as follows:

 
  December 31,  
 
  2015   2014   2013  

Balance at beginning of year

  Ps. (429,358 ) Ps. (353,756 ) Ps. (295,691 )

Provision charged to income

    (543,844 )   (356,509 )   (350,535 )

Write-offs and reversals

    334,554     280,907     296,985  

Other adjustments

            4,515  

Balance at end of year

  Ps. (638,648 ) Ps. (429,358 ) Ps. (353,756 )

        The Group has entered into certain renegotiations with customers. The Group has eliminated any differences between the principal and accrued interest due under the original loan and the new loan amount through a charge against the allowance for loan losses.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

8. Other Receivables and Liabilities from Financial Transactions, Miscellaneous Receivables and Miscellaneous Liabilities

        The composition of other receivables from financial transactions, by type of guarantee, as of December 31, 2015 and 2014 was as follows:

 
  December 31,  
 
  2015   2014  

Preferred guarantees, including deposits with BCRA

  Ps. 394,612   Ps. 204,542  

Unsecured

    2,073,145     2,064,291  

Allowance

    (5,944 )   (5,221 )

  Ps. 2,461,813   Ps. 2,263,612  

        The breakdown of the caption "other" included in "Other receivables from financial transactions" in the balance sheet was as follows:

 
  December 31,  
 
  2015   2014  

Other receivables not included in the debtor classification regulations

             

Financial Trust Participation Certificates

  Ps. 706,956   Ps. 612,676  

Financial Trust Debt Securities

    664,933     696,563  

Other

    171,500     50,570  

Other payments by third parties

        4,380  

Other financing

    179,286     22,271  

Accrued commissions receivable

    180,656     98,502  

Other

    45,960     106,293  

  Ps. 1,949,291   Ps. 1,591,255  

        The breakdown of the caption "other" included in "Other liabilities from financial transactions" in the balance sheet was as follows:

 
  December 31,  
 
  2015   2014  

Collections and other operations on behalf of third parties

  Ps. 724,154   Ps. 668,958  

Sundry (payment orders abroad)

    208,983     133,063  

Other withholdings and collection

    423,227     216,962  

Social security payment orders pending settlement

    74,209     247,171  

Liabilities for financing of purchases

    33,112     2,097  

Other

    199,323     151,951  

  Ps. 1,663,008   Ps. 1,420,202  

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

8. Other Receivables and Liabilities from Financial Transactions, Miscellaneous Receivables and Miscellaneous Liabilities (Continued)

        The breakdown of the caption "other" included in "Miscellaneous receivables" in the balance sheet was as follows:

 
  December 31,  
 
  2015   2014  

Guarantee deposits

  Ps. 127,182     124,021  

Sundry debtors

    246,884     159,208  

Payments in advance

    78,095     64,605  

Tax advances

    52,631     20,793  

Loans to employees

    66,302     26,799  

Other

    71,786     2,077  

  Ps. 642,880   Ps. 397,503  

        The breakdown of the caption "other" included in "Miscellaneous liabilities" in the balance sheet was as follows:

 
  December 31,  
 
  2015   2014  

Tax payable

  Ps. 413,482   Ps. 272,388  

Payroll and social security

    371,122     192,790  

Sundry creditors

    466,657     320,671  

Collections in advance

    216,037     77,756  

Other

    11,000     60,523  

  Ps. 1,478,298   Ps. 924,128  

        The Group enters into forward transactions related to government securities and foreign currencies. The Group recognizes cash, security or currency amount to be exchanged in the future as a

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

8. Other Receivables and Liabilities from Financial Transactions, Miscellaneous Receivables and Miscellaneous Liabilities (Continued)

receivable and payable at the original transaction date. The assets and liabilities related to such transactions are as follows:

 
  December 31,  
 
  2015   2014  

Amounts receivable from spot and forward sales pending settlement

    62,013     42,728  

Receivables from repo transactions of government securities

        34,483  

Receivable from spot sales of government and private securities pending settlement

    57,919     4,719  

Receivables from spot sales of foreign currency pending settlement

    3,793     692  

Receivables from other spot sales pending settlement

    301     446  

Receivables from forward sales of government securities pending Settlement

        2,388  

Securities and foreign currency receivable from spot and forward purchases pending settlement

   
13,365
   
192,041
 

Spot purchases of government and private securities pending settlement

    9,387     45,685  

Spot purchases of foreign currency pending settlement

    3,899     876  

Forward purchases of securities under repo transactions

        79,328  

Other spot purchases pending settlement

    79     66,152  

Amounts payable for spot and forward purchases pending settlement

   
12,328
   
200,482
 

Payables for spot purchases of government securities pending Settlement

    9,465     45,680  

Payables for spot purchases of foreign currency pending settlement

    2,785     636  

Payables for forward purchases of securities under repo transactions

        79,313  

Other payables for spot purchase pending settlement

    78     74,853  

Securities and foreign currency to be delivered under spot and forward sales pending settlement

   
62,698
   
60,903
 

Forward sales of government securities under repo transactions

        38,013  

Spot sales of government and private securities pending settlement

    56,493     4,950  

Spot sales of foreign currency pending settlement

    5,823     15,325  

Forward sales of government securities pending settlement

        2,384  

Other forward sales pending settlement

    382     231  

        These instruments consist of foreign currency and securities contracts (spot and forward purchases and sales), whose valuation method is disclosed in Note 3.8).

        Premiums on these instruments have been included in the "Financial income" and "Financial expense" captions of the consolidated statements of income of each year.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

9. Unlisted equity Investments

        Equity investments in other companies consisted of the following as of December 31, 2015 and 2014:

 
  December 31,  
 
  2015   2014  

In Complementary and authorized activities

             

Mercado Abierto Electrónico S.A. 

  Ps. 61   Ps. 61  

SEDESA S.A. 

    36     33  

Argencontrol S.A. 

    25     25  

Compensadora Electrónica S.A. 

    33     33  

Provincanje S.A. 

    684     684  

Total equity investments in Complementary and authorized activities

  Ps. 839   Ps. 836  

 

 
  December 31,  
 
  2015   2014  

In Non-financial Institutions

             

Viñas del Monte S.A. 

    7,670     3,670  

San Luis Trading S.A. 

    51     51  

SWIFT S.A. 

    1     1  

Other

    86     86  

Total equity investments in non-financial institutions

  Ps. 7,808   Ps. 3,808  

Less: Allowances (Note 13)

  Ps. (173 ) Ps. (173 )

Total Equity investments

  Ps. 8,474   Ps. 4,471  

        The interests in mutual guarantee companies are not above detailed, as their aggregated amount is lower than $1.

10. Premises and Equipment, net

        The major categories of premises and equipment as December 31, 2015 and 2014 were as follows:

 
  December 31,  
 
  2015   2014  

Land and buildings

  Ps. 25,803   Ps. 32,279  

Furniture and fittings

    55,220     37,168  

Machinery and equipment

    97,624     89,392  

Vehicles

    14,508     16,603  

Other

    319     164  

  Ps. 193,474   Ps. 175,606  

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

10. Premises and Equipment, net (Continued)

        Depreciation expense was Ps.56,637, Ps.43,308 and 35,989 as of December 31, 2015, 2014 and 2013, respectively.

11. Miscellaneous Assets

        Miscellaneous assets consisted of the following as of December 31, 2015 and 2014:

 
  December 31,  
 
  2015   2014  

Construction in progress

  Ps. 41,822   Ps. 49,513  

Advances for purchase of assets

    2,970     5,088  

Stationery and office supplies

    2,486     13,390  

Works of art

    337     2,326  

Assets taken as guarantee for loans

    11,864     343  

Others miscellaneous assets(a)

    456,191     278,274  

  Ps. 515,670   Ps. 348,934  

(a)
Corresponds mainly to an acquisition for a total of Ps. 237 million of eight office units and forty parking spaces for a probable future reallocation of its staff on December 31, 2014 and an acquisition for a total of Ps. 165 million of four office units as of December 31, 2015.

(b)
Depreciation expense was Ps. 7,311, Ps.1,468 and Ps. 301 as of December 31, 2015, 2014 and 2013, respectively.

12. Intangible Assets

12.1 Goodwill

        As of December 31, 2015 and 2014 goodwill breakdown is as follows:

 
   
  December 31,  
 
  Estimated
Useful
life (years)
 
 
  2015   2014  

Goodwill for the purchase of Banco Regional de Cuyo S.A., net of accumulated amortization

    10   Ps. 10,225   Ps. 14,060  

Goodwill for the purchase of Cordial Compañía Financiera, net of accumulated amortization

    10     28,867     34,037  

Goodwill for the purchase of Supervielle Seguros S.A., net of accumulated amortization

    10     1,394     1,665  

Others

          274      

Total

        Ps. 40,760   Ps. 49,762  

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

12. Intangible Assets (Continued)

12.2 Other Intangible Assets

        As of December 31, 2015 and 2014, the organization and development costs breakdown is as follows:

 
   
  December 31,  
 
  Estimated
useful
life (years)
 
 
  2015   2014  

Cost from information technology projects(a)

    5   Ps. 129,316   Ps. 99,484  

Other capitalized cost(b)

    5     81,880     66,321  

Total

        Ps. 211,196   Ps. 165,805  

(a)
Under Central Bank rules, the Bank records as expense software cost relating to preliminary application development and post implementation stages of software development.

(b)
Under Central Bank rules, the Bank records cost inherent to the improvements in leased building.

        Amortization expense of goodwill and other intangible assets was Ps. 101,733, Ps. 76,559 and 66,562 as of December 31, 2015, 2014 and 2013, respectively, which was recorded in Administrative expenses and Miscellaneous Losses.

13. Allowances and Provisions

        Allowances on other assets and provisions as of December 31, 2015 and 2014 were as follows:

 
  December 31,  
 
  2015   2014  

Allowances against asset accounts:

             

Unlisted equity investments(a)

  Ps. 173   Ps. 173  

Miscellaneous receivables, for collection risk(b)

    27,319     21,059  

  Ps. 27,492   Ps. 21,232  

Provisions:

             

For contingent commitments

    2,200     1,017  

Other contingencies(c)

    61,259     48,769  

Total Provisions

  Ps. 63,459   Ps. 49,786  

(a)
Includes the estimated losses due to the excess of the cost over the equity method in equity investments.

(b)
Based upon an assessment of debtors' performance, the economic and financial situation and the collateral securing their respective obligations.

(c)
Includes the estimated amounts payable under lawsuits against the Group and other contingences.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

14. Other Liabilities from Financial Transactions—Banks and International Institutions, and Loans from Domestic Financial Institutions

        The Group borrows funds under different credit arrangements from local and foreign banks and international lending agencies as follows:

 
  December 31,  
 
  2015   2014  

Description

             

Banks and International Institutions

             

Contractual long-term liabilities

  Ps. 1,994   Ps.  

Contractual short-term liabilities

  Ps. 128,188   Ps. 53,640  

Total Banks and International Institutions

  Ps. 130,182   Ps. 53,640  

Loans from Domestic Financial Institutions

   
 
   
 
 

Contractual long-term liabilities

  Ps. 167,586   Ps. 27,331  

Contractual short-term liabilities

  Ps. 618,775   Ps. 378,571  

Total Loans from Domestic Financial Institutions

  Ps. 786,361   Ps. 405,902  

TOTAL

  Ps. 916,543   Ps. 459,542  

        As of December 31, 2015 maturities of the above long-term loans for each of the fiscal years 2017 through 2019 and thereafter were as follows:

Contractual long-term Liabilities

       

2017

  Ps. 139,837  

2018

    23,363  

2019

    3,859  

Thereafter

    527  

  Ps. 167,586  

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

15. Other Liabilities from Financial Transactions—Unsubordinated and Subordinated Negotiable Obligations

15.1 Unsubordinated Negotiable Obligations

        The amounts outstanding and the terms corresponding to outstanding unsubordinated negotiable obligations were as follows:

 
   
   
   
  December 31,  
 
  Issue
date
  Maturity
date
  Annual
interest rate
 
 
  2015   2014  

Short-Term

                         

Grupo Supervielle Class XI

  11/5/13   5/5/15   Badlar +Spread 4.08%   Ps.     51,717  

Grupo Supervielle Class XII

  1/31/14   7/31/15   Badlar +Spread 4,70%   Ps.     74,259  

Grupo Supervielle Class XIII

  1/31/14   1/31/19   Badlar +Spread 6.25%   Ps. 2,610     2,383  

Grupo Supervielle Class XIV

  5/13/14   11/13/15   Badlar +Spread 3.85%   Ps.     39,082  

Grupo Supervielle Class XV

  5/13/14   5/13/16   Badlar +Spread 4.65%   Ps. 84,975     2,317  

Grupo Supervielle Class XVI

  9/23/14   3/23/16   Badlar +Spread 3.25%   Ps. 81,754      

Grupo Supervielle Class XVII

  1/23/15   1/23/16   28.5%   Ps. 133,904      

Grupo Supervielle Class XVIII

  1/23/15   7/23/16   Badlar +Spread 4.8%   Ps. 23,957      

Grupo Supervielle Class XIX

  5/20/15   11/20/16   Mixed   Ps. 140,968      

Grupo Supervielle Class XX

  7/28/15   1/28/17   Mixed   Ps. 4,899      

Cordial Compañía Financiera Class II

  10/3/13   4/3/15   Badlar +Spread 4.99%   Ps.     72,405  

Cordial Compañía Financiera Class IV

  2/21/14   8/21/15   Badlar +Spread 5.0%   Ps.     53,889  

Cordial Compañía Financiera Class V

  8/15/14   2/15/16   Badlar +Spread 3.75%   Ps. 147,222      

Cordial Compañía Financiera Class VI

  5/14/15   5/14/16   29.0%   Ps. 145,980      

Cordial Compañía Financiera Class VII

  5/14/15   11/14/16   Badlar + Spread 5.00%   Ps. 11,579      

Cordial Compañía Financiera Class VIII

  10/6/15   7/6/16   28.50%     54,000        

Total short-term liabilities

              Ps. 831,848   Ps. 296,052  

Long-Term

                         

Grupo Supervielle Class XIII

  1/31/14   1/31/19   Badlar +Spread 6.25%   Ps. 22,658     22,446  

Grupo Supervielle Class XV

  5/13/14   5/13/16   Badlar +Spread 4.65%   Ps.     81,667  

Grupo Supervielle Class XVI

  9/23/14   3/23/16   Badlar +Spread 3.25%   Ps.     80,945  

Grupo Supervielle Class XX

  7/28/15   1/28/17   Mixed   Ps. 129,385      

Cordial Compañía Financiera Class V

  8/15/14   2/15/16   Badlar +Spread 3.75%   Ps.     147,222  

Cordial Compañía Financiera Class IX

  10/6/15   4/6/14   Badlar + Spread 5.95%   Ps. 88,750      

Banco Supervielle Class V

  11/19/15   5/20/17   Badlar + Spread 4.50%     338,716      

Total long-term liabilities

              Ps. 579,509   Ps. 332,280  

              Ps. 1,411,357     628,332  

        As of December 31, 2015, interest and principal on all of the above debt securities were payable in Pesos.

        Accrued interest on the above liabilities for Ps. 25,855 and Ps 11,835 as of December 31, 2015 and 2014 is included in "Unsubordinated negotiable obligations" under the caption "Other Liabilities from Financial Transactions" in the accompanying balance sheet.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

15. Other Liabilities from Financial Transactions—Unsubordinated and Subordinated Negotiable Obligations (Continued)

15.2 Subordinated Negotiable Obligations

        The amounts outstanding and the terms corresponding to outstanding subordinated negotiable obligations at the dates indicated were as follows:

 
   
   
   
  December 31,  
 
  Issue
date
  Maturity
date
  Annual
interest
rate
 
 
  2015   2014  

Subordinated Negotiable obligations

                           

Banco Supervielle Class I

  11/08/10   11/11/17     11.375 %   652,673     426,082  

Banco Supervielle Class III

  8/15/13   8/20/20     7.00 %   297,362     193,997  

Banco Supervielle Class IV

  11/14/14   11/18/21     7.00 %   175,818     115,383  

Total long-term liabilities

                Ps. 1,125,853   Ps. 735,462  

        As of December 31, 2015, interest and principal on all of the above subordinated loan were payable in US Dollars.

        Accrued interest on the above liabilities of Ps. 19,269 and Ps. 63,742 as of December 31, 2015 and 2014 is included under the caption "Subordinated Loan and Negotiable Obligations" in the accompanying balance sheet.

        Subordinated loan and long-term negotiable obligations as of December 31, 2015 mature as follows:

2017

  Ps. 652,672  

2018

    397,363  

2019

    175,818  

Total

  Ps. 1,125,853  

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

16. Balances in Foreign Currency

        The balances of assets and liabilities denominated in foreign currencies (principally in U.S. dollars) were as follows:

 
  December 31,  
 
  2015   2014  

Assets:

             

Cash and due from banks

  Ps. 1,775,819   Ps. 1,009,082  

Government and corporate securities

    205,953     114,760  

Loans

    749,471     675,883  

Other receivables from financial transactions

    29,602     246,954  

Receivables from financial leases

        2,957  

Equity investments in other companies

    1     1  

Miscellaneous receivables

    98,767     52,602  

Unallocated items

    13,350     204  

Total

  Ps. 2,872,963   Ps. 2,102,443  

Liabilities:

             

Deposits

  Ps. 1,330,637   Ps. 659,872  

Other liabilities from financial transactions

    407,938     215,059  

Miscellaneous liabilities

    35     21  

Subordinated Negotiable Obligations

    1,125,853     735,462  

Unallocated items

    1,012     7,521  

Total

  Ps. 2,865,475   Ps. 1,617,935  

17. Deposits and Interest-bearing Deposits with Other Banks

Interest-bearing Deposits with Other Banks:

    a)
    Included in "Cash and Due from Banks" there are: (1) interest-bearing deposits with the BCRA totaling 4,813,285 and 2,219,405 as of December 31, 2015 and 2014, respectively; and (2) interest-bearing deposits in local and foreign banks totaling 149,566 and 178,861 as of December 31, 2015 and 2014, respectively.

    b)
    Included in "Loans" there are: overnight foreign bank interest-bearing deposits totaling 179,719 and 2,435 as of December 31, 2015 and 2014, respectively.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

17. Deposits and Interest-bearing Deposits with Other Banks (Continued)

Deposits

        The following table sets forth information regarding the maturity of deposits exceeding Ps.100,000 at December 31, 2015:

 
  December 31,
2015
 

Time Deposits

       

Within 3 months

    9,405,257  

After 3 months but within 6 months

    296,302  

After 6 months but within 12 months

    68,616  

Over 12 months

    3,078  

Total Time Deposits(1)

    9,773,253  

(1)
Only principal.

18. Transactions with Related Parties

        The Group has granted loans to certain related parties including officers, equity-method investees and consolidated companies. Total loans outstanding as of December 31, 2015 and 2014, amounted to Ps. 207,787 and Ps. 161,782, respectively.

        Such loans were made in the ordinary course of business at normal credit terms, including interest rates and collateral requirements, and, in management's opinion, such loans represent normal credit risk.

19. Breakdown of Captions Included in the Income Statement

 
  December 31,  
 
  2015   2014   2013  

Financial Income

                   

Other

                   

Interest on foreign trade loans

  Ps. 33,558   Ps. 28,556   Ps. 24,708  

Premium on repo transactions

  Ps. 5,283   Ps. 13,129   Ps. 2,509  

Forward transactions

  Ps. 228,152   Ps.   Ps. 77,117  

Income from sales of equity investments

  Ps. 1,089   Ps. 847   Ps.  

Other

  Ps. 584   Ps. 56,113   Ps. 51,982  

  Ps. 268,666   Ps. 98,645   Ps. 156,316  

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Table of Contents


Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

19. Breakdown of Captions Included in the Income Statement (Continued)


 
  December 31,  
 
  2015   2014   2013  

Financial Expense

                   

Other

                   

Turnover Tax

  Ps. 431,929   Ps. 294,933   Ps. 192,015  

Premium on repo transactions

  Ps. 38,085   Ps. 26,565   Ps. 15,201  

Forward transactions

      Ps. 96,172      

Other

  Ps. 521   Ps. 5,833   Ps. 7,526  

  Ps. 470,535   Ps. 423,503   Ps. 214,742  

 

 
  December 31,  
 
  2015   2014   2012  

Services fee income

                   

Other

                   

Commissions

  Ps. 1,527,169   Ps. 1,097,898   Ps. 796,062  

Income from call center services

            11,018  

Income from Mutual Funds administration services

    80,234     54,844     39,030  

Rentals from safety boxes

    74,684     61,840     49,638  

Insurance premiums

        10,417      

Other

    13,972     24,581     9,644  

  Ps. 1,696,059   Ps. 1,249,580   Ps. 905,392  

Service fee expense

                   

Other

                   

Expenses and promotions related to credit cards

  Ps. 158,474   Ps. 147,045   Ps. 97,499  

Turnover tax

    208,140     149,929     120,640  

Other

    46,031     8,254     25,667  

  Ps. 412,645   Ps. 305,228   Ps. 243,806  

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Table of Contents


Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

19. Breakdown of Captions Included in the Income Statement (Continued)


 
  December 31,  
 
  2015   2014   2013  

Miscellaneous income

                   

Other

                   

Gains on premises and equipment and miscellaneous assets disposals

  Ps. 101,079   Ps. 2,684   Ps. 1,075  

Sales of products

    73,919     42,441     13,758  

Rentals

    24,900     5,360     2,345  

Other adjustments and interest of miscellaneous credits

    14,055     7,202     4,832  

Charge of couriers

    4,174     2,579     1,639  

Disposal of creditors

            9,757  

Other

    36,929     10,855     26,024  

  Ps. 255,056   Ps. 71,121   Ps. 59,430  

 

 
  December 31,  
 
  2015   2014   2013  

Miscellaneous losses

                   

Other

                   

Losses on premises and equipment and miscellaneous assets disposals

  Ps.   Ps.   Ps. 19  

Losses on quota refund

    12,762     4,161     4,055  

Charges paid to National Social Security Administration (ANSES)

    12,309     13,537     12,841  

Turnover tax

    10,964     4,863     5,750  

Court resolutions paid

    1,322     701     1,860  

Grants paid

    6,540     4,214     1,620  

Other adjustments and interest of miscellaneous liabilities

        466     1,366  

Losses related to fiduciary services

        1,246     728  

Unrecoverable VAT and other tax credits

    9,429     4,385     24  

Other

    119,449     28,495     19,965  

  Ps. 172,775   Ps. 62,068   Ps. 48,228  

20. Income Taxes

        Income tax charge for the fiscal years ended December 31, 2015, 2014 and 2013 amounted to Ps. 247,161 and Ps. 199,084 and 97,765 respectively.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

20. Income Taxes (Continued)

        As of December 31, 2015 and 2014, the consolidated Group's Minimum Presumed Income Tax (MPIT) available to credit against future income tax amounts to Ps. 6,247 and Ps 6,370, respectively. Such MPIT expire over the following ten years.

21. Restrictions Imposed on the Distribution of Dividends

        The distribution of retained earnings in the form of dividends is governed by the Argentine Corporations Law. These rules require Grupo Supervielle to transfer 5% of its net income to a legal reserve until the reserve equals to 20% of the company's outstanding capital stock.

        As of December 31, 2014, Grupo Supervielle had reached the maximum amount required by law, so no additions to legal reserve during 2015 were required.

        In addition, with regard to Banco Supervielle and Cordial Compañía Financiera the regulations in force at December 31, 2015 provide as follows:

    a)
    20% of the profits shown by the income statement for the fiscal year, plus—minus the adjustments to prior year results, minus the accumulated loss, if any, at the end of the preceding year, must be transferred to the Bank´s legal reserve.

    b)
    No profits may be distributed or remitted prior to the approval of the results for the year and of the publication of the Bank´s annual financial statements.

    c)
    All profit distributions must have the prior authorization of the Superintendency of Financial and Exchange Institutions of the BCRA, the intervention of which will be aimed at verifying the correct application of the procedures described in the regulations in force on this matter, issued by the BCRA. No distribution can be made unless the Computable Capital exceeds by at least 75% the Minimum Capital required by the BCRA.

22. Capital Stock

        As of December 31, 2015 the Group has outstanding 126,738,188 Ordinary Class "A", nominated, non-endorsable shares, which are entitled to five votes per share and 119,032,340 Ordinary Class "B", nominated and non-endorsable shares, which are entitled to one vote per share, and 3,200,000 Preferred shares with no voting rights.

        Preferred shares gave the right to receive a preferred, non-cumulative, annual dividend which for the year ended on December 31, 2014 was of 2,928,125 pesos, and is annually adjusted by a coefficient of 1 plus Badlar rate as of year-end. Preferred shares can only be withdrawn by decision of the Company's shareholders, and holders of preferred shares do not have the option to put or convert these shares into cash.

        On October 7, 2015, the Company's shareholders approved the capitalization of retained earnings for an amount of 124,485, by issuing 63,369,094 Class A ordinary shares, 59,516,170 Class B ordinary shares and 1,600,000 preferred shares. At the same time, shareholders approved an amendment to preferred shares terms, giving their holders the right to convert the preferred into an equal number of Class B ordinary shares. Such option was exercised by the preferred shares holders on January 5, 2016 and in consequence the 3,200,000 outstanding preferred shares were cancelled and an equal number of new Class B ordinary shares were issued.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

22. Capital Stock (Continued)

        The Company is not subject to the minimum capital requirements established by the BCRA.

        Pursuant to BCRA regulations, Banco Supervielle and Cordial Compañía Financiera must maintain a minimum capital, which is calculated by weighting the risks related to assets, bank premises and equipment, miscellaneous and intangible assets.

        Under BCRA regulations, as of December 31, 2015 and 2014, the minimum capital requirements as applied to the Bank were as follows:

 
  Minimum
Capital
  Computable
Capital
  Computable Capital as a %
of Minimum Capital
 

December 31, 2015

  Ps. 2,745,169   Ps. 2,968,560     108,1  

December 31, 2014

  Ps. 2,105,923   Ps. 2,337,326     111.0  

        As of December 31,2015 and 2014, the Bank and CCF, met all capital adequacy requirements to which are subject.

23. Earnings per Share

        Basic and diluted earnings per share are based upon the weighted average of common shares outstanding of Grupo Supervielle. Average shares outstanding were 151,839,052, 122,885,264 and 122,885,264, for the years ended December 31, 2015, 2014 and 2013, respectively.

24. Contribution to the Deposit Insurance System

        Law No. 24485 and Decree No. 540/95 established the creation of the Deposit Insurance System to cover the risk attached to bank deposits, in addition to the system of privileges and safeguards envisaged in the Financial Institutions Law.

        The National Executive Branch through Decree No. 1127/98 dated September 24, 1998, extended this insurance system to demand deposits and time deposits of up to Ps. 30 denominated either in pesos and/or in foreign currency. In January 2011, the amount was updated to Ps. 120. Later, in November 2014, through Communication "A" 5641, the BCRA increased this amount to Ps. 350.

        This system does not cover deposits made by other financial institutions (including time deposit certificates acquired through a secondary transaction), deposits made by parties related to Banco Supervielle, either directly or indirectly, deposits of securities, acceptances or guarantees and those deposits set up after July 1, 1995, at an interest rate exceeding the one established regularly by the BCRA based on a daily survey conducted by it. Those deposits whose ownership has been acquired through endorsement and those deposits made as a result of incentives other than the interest rate are also excluded. This system has been implemented through the creation of the Deposit Insurance Fund ("FGD"), which is managed by a company called Seguros de Depósitos S.A. ("SEDESA"). The shareholders of SEDESA are the BCRA and the financial institutions, in the proportion determined by the BCRA based on the contributions made to the fund.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

25. Financial Instruments with Off-Balance Sheet Risk

25.   a. Credit-related financial instruments

        The Group enters into various transactions involving off-balance sheet financial instruments. The instruments could be used in the normal course of its business in order to meet the financing needs of its customers. These instruments expose the Group to credit risk above and beyond the amounts recorded in the consolidated balance sheets. These financial instruments include commitments to extend credit, standby letters of credit, guarantees granted and acceptances.

        The Group uses the same credit policies in making commitments, conditional obligations and guarantees as it does for granting loans.

        The Group's exposure to credit loss in the event of non-performance by the counterparty to the financial instrument for standby letters of credit, guarantees granted and acceptances is represented by the contractual notional amount of those investments.

        A summary of the credit exposure related to these items is shown below:

 
  December 31,  
 
  2015   2014  

Standby letters of credit

  Ps. 67,956   Ps. 33,194  

Guarantees granted

  Ps. 401,434   Ps. 330,227  

Acceptances

  Ps. 9,515   Ps. 20,202  

        Standby letters of credit and guarantees granted are conditional commitments issued by the Group to guarantee the performance of a customer to a third party.

        Acceptances are conditional commitments for foreign trade transactions.

        The credit risk involved in issuing letters of credit and granting guarantees is essentially the same as that involved in extending loan facilities to customers. In order to grant guarantees to its customers, the Group may require counter-guarantees. These counter-guarantees are classified by type, as follows:

 
  December 31,  
 
  2015   2014  

Preferred counter-guarantees

  Ps. 2,373,195   Ps. 2,540,993  

Other counter-guarantees

  Ps. 6,421,373   Ps. 4,175,796  

        The Group accounts for checks drawn on other banks, as well as other items in process of collection, such as notes, bills and miscellaneous items, in memorandum accounts until such time as the related item clears or is accepted. In management's opinion, the risk of loss on these clearing transactions is not significant. The amounts of clearing items in process were as follows:

 
  December 31,  
 
  2015   2014  

Checks drawn on other banks

  Ps. 1,133,881   Ps. 675,173  

Bills and other items for collection

  Ps. 2,703,830   Ps. 3,030,305  

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

25. Financial Instruments with Off-Balance Sheet Risk (Continued)

25.   b. Trust activities

        See note 26

25.   c. Derivative Financial Instruments

        In the normal course of business, the Group enters into a variety of transactions principally in the foreign exchange stock markets. Most counterparts in the derivative transactions are banks and other financial institutions.

        These instruments include:

    Forwards and Futures: they are agreements to deliver or take delivery at a specified rate, price or index applied against the underlying asset or financial instrument, at a specific date. Futures are exchange traded at standardized amounts of the underlying asset or financial instrument. Forwards contracts are OTC agreements and are principally dealt in by the Group in foreign exchange as forward agreements.

    Swaps: they are agreements between two parties with the intention to exchange cash flows and risks at a specific date and for a period in the future.

    Options: they confer the right to the buyer, but no obligation, to receive or pay a specific quantity of an asset or financial instrument for a specified price at or before a specified date.

        Pursuant to BCRA´s rules, forward transactions with delivery of underlying assets, must be recorded under "Other receivables from financial intermediation" and "Other liabilities from financial transactions" in the accompanying consolidated balance sheet and they are valued as mentioned in Note 3.8.

        The following table shows, the notional value of options and outstanding forward and futures contracts as of December 31, 2015 and 2014:

 
  December 31,  
 
  2015   2014  

Forward sales of foreign exchange without delivery of underlying assets

  Ps 890,079   Ps. 908,423  

Forward sales of gold without delivery of underlying assets

    16,566     12,319  

Forward purchases of foreign exchange without delivery of underlying assets

    1,181,881     1,136,606  

Call options written on stock

        1,770  

Reverse repurchase agreements

        37,840  

Repurchase agreements

        79,328  

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

25. Financial Instruments with Off-Balance Sheet Risk (Continued)

        The following table shows, the income / (expenses) generated by derivatives financial instruments during the years ended December 31, 2015, 2014 and 2013:

 
  As of December 31,  
 
  2015   2014   2013  

Forward transactions results

  Ps. 228,050   Ps. (96,172 ) Ps. 86,900  

Interest rate swaps

        982     (940 )

Call options written on stock

    483     2,294     2,415  

Reverse repurchase agreements

    5,391     14,466     2,549  

Repurchase agreements

    (38,084 )   (26,565 )   (15,200 )

Put Options

            (300 )

26. Financial Trusts and Mutual Funds

a)    Financial Trusts

        The Group acts as trustee or settler in financial trusts.

I)     As Trustee

        The following are the financial trusts where the Group acts as trustee at year-end:

Financial trust Banex Créditos IV

Trustee: Banco Supervielle

    Banex Asset-Backed Securities Program

Financial Trust
  Trustee   Set up on   Assets
assigned in
trust
  Value initially
assigned in
trust
  Securities issued and last maturity(1)   Observation   Holdings—
book value
as of
December 31,
2015 (Ps.)
 

Fideicomiso Financiero Banex Créditos IV

  Banco Supervielle S.A.   3/19/2004   Personal loans   Ps. 30,012   VDFA NV$21,000 Due: 01/20/05   VDFB NV$6,000 Due: 04/20/05   CP NV$3,000 Due: 04/20/07   In liquidation      

(1)
VDFA means Senior Debt Securities, VDFB means Subordinated Debt Securities and CP means Certificates of Participation

Guarantee management trusts

Trustee: Banco Supervielle

Trust
  Indenture
executed on
  Trustee
substitution
date
  The principal
obligation
expires on
  Original
Principal
amount Ps.
  Principal
balance Ps.
  Beneficiaries   Settlers

UAR

  12/30/2003               UAR affiliated Rugby players   UAR

Credimas

  1/11/2013     2/25/2016     14,000     2,709   Banco Supervielle S.A.   Credimas S.A.

Rafael G Albanesi S.A. 

  07/23/2004   3/31/2011   10/25/2016     10,000     4,949   Banco Supervielle S.A.   Rafael G Albanesi S.A.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

26. Financial Trusts and Mutual Funds (Continued)

        The Group acts also as trustee in the following trusts:

    Fideicomiso Mendoza, in liquidation phase, since it has fulfilled the contract period, but is pending the completion of several acts that derive from the trustee. The liabilities recorded, mainly originating from the exclusion of assets, as of December 31,2015 increased in the amounts of Ps. 13,816 and have been backed by assets in trust (loans, other miscellaneous receivables and other financial assets) in the amount of Ps. 472. This trust will be liquidated following the procedures established by Law 24,441.

    Lujan Trust: the term of the contract has expired and all documentation relating to the liquidation has been delivered. To date, only the final deregistration in tax matters is still pending.

II)   As Settler

        The Group transfers portions of their loan portfolio to special purpose trusts that fund the purchase by issuing securities that are sold to third parties, thereby creating an additional source of funding for operations.

        In the case of the securitization transactions arranged by the Group, the trustee typically issues senior bonds, subordinated bond and participation certificates, and places the senior bonds and a portion of the subordinated bonds and participation certificates in the Argentine capital markets.

        The following are the financial trusts where the Group acts as settler at year-end:

Publicly offered and listed financial trusts

Supervielle Leasing Financial Trust

Assets assigned in trust: Collection rights on lease agreements

Trustee: TMF Trust Company (Argentina) S.A.

Financial trust
  Set up on   Value initially
assigned in
trust (Ps.)
  Securities issued and last maturity(2)   Holdings—
book value
as of
December 31,
2015 (Ps.)

Serie 9(1)

  8/21/2013     197,250   VDF TFA NV$116,377 Due: 4/20/15   VDF TVB NV$36,491 Due: 2/22/2016   CP NV$44,381 Due: 6/20/2018   CP 58,409

Serie 10(1)

  6/5/2014     211,200   VDF TV NV$147,833 Due: 8/22/16     CP NV$63,357 Due: 3/20/2019   CP 73,130

Serie 11(1)

  9/26/2014     133,466   VDF TV NV$93,426 Due: 3/20/17     CP NV$40.039 Due: 10/21/2019   CP 41,481

(1)
Securities issued under the Supervielle Confiance 3 program

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

26. Financial Trusts and Mutual Funds (Continued)

Supervielle Créditos Financial Trust

Assets assigned in trust: Personal loans

Trustee: TMF Trust Company (Argentina) S.A.

Financial trust
  Set up on   Value initially
assigned in
trust (Ps.)
  Securities issued and last maturity(5)   Holdings—
book value
as of
December 31,
2015 (Ps.)

Serie 72(2),(3)

  10/8/2013     200,003   VDF TV NV$196,000 Due: 2/22/16     CP NV$4,000 Due: 5/22/16   Liquidation Financial Statements as of 10/31/2015

Serie 74(2),(3)

  12/3/2013     200,002   VDF TV NV$192,000 Due: 1/20/16     CP NV$8,000 Due: 8/22/16   Liquidation Financial Statements as of 10/31/2015

Serie 76(2),(3)

  2/6/14     200,001   VDF TV NV$232,500 Due: 4/20/16     CP NV$17,500 Due: 11/21/16   CP 24,007

Serie 77(1),(3)

  3/13/14     200,002   VDF TV NV$232,500 Due: 3/21/16     CP NV$17,500 Due: 12/20/16   Liquidation Financial Statements as of 12/31/2015

Serie 78(1),(3)

  4/7/14     250,006   VDF TV NV$232,500 Due: 6/20/16     CP NV$17,500 Due: 3/20/17   CP 46,901

Serie 80(1),(3)

  6/30/14     250,016   VDF TV NV$232,500 Due: 7/20/16     CP NV$17,500 Due: 2/20/17   CP 39,872

Serie 81(1),(3)

  8/13/14     250,010   VDF TV NV$232,500 Due: 9/20/16     CP NV$17,500 Due: 6/20/17   VDF TV 8,780 CP 50,758

Serie 82(1),(3)

  9/26/14     250,004   VDF TV NV$232,500 Due: 9/20/16     CP NV$17,500 Due: 6/20/17   CP 28,389

Serie 84(1),(3)

  11/21/14     250,003   VDF TV A NV$232,500 Due: 3/20/17     CP NV$17,500 Due: 12/20/17   VDF TV 22,688 CP 28,089

Serie 85(1),(3)

  10/19/14     250,010   VDF TV NV$232,500 Due: 9/20/16     CP NV$17,500 Due: 9/20/17   CP 29,487

Serie 86(1),(3)

  3/11/15     250,009   VDF TV NV$232,500 Due: 2/20/17     CP NV$17,500 Due:10/20/17   CP 27,303

Serie 88(1),(4)

  7/23/2015     220,004   VDF TV A NV$213,400 Due: 11/20/17   VDF TV B NV$6.600 Due: 1/22/18     VDF TV 37,038

Serie 89(1),(3)

  9/4/2015     250,005   VDF TV A NV$240,000 Due: 10/20/17     CP NV$10,000 Due: 11/20/18   VDF TV 83,810

Serie 90(1),(4)

  10/19/2015     250,019   VDF TV A NV$240,000 Due: 10/20/17     CP VN$10,000 Due: 4/20/18   VDF TV 74,507 CP 11,862

Serie 91(1),(4)

  11/19/2015     300,003   VDF TV A NV$288,000 Due: 11/20/17     CP NV$12,000 Due: 5/21/18   VDF TV 131,286 CP 14,617

Serie 92(2),(4)

  12/18/2015     300,004   VDF TV A NV$270,000 Due: 9/20/17     CP NV$30,000 Due: 6/20/18   VDF TV 48,000 CP 37,494

(1)
Securities issued under the Supervielle Confiance 3 program

(2)
Securities issued under the Supervielle Confiance 4 program

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

26. Financial Trusts and Mutual Funds (Continued)

(3)
Personal loans originated, or subsequently acquired, by Banco Supervielle and granted to ANSES retirees and pensions, and San Luis provincial public administration employees for which Banco Supervielle, in its own name, processes and pays retirement and pension benefits

(4)
Personal loans issued by Banco Supervielle granted to senior citizens.

(5)
VDF TFA means Senior Debt Securities (fixed rate), VDF TVB means Subordinated Debt Securities (variable rate), VDF TFC means Subordinated Debt Securities (fixed rate) and CP means Certificates of Participation

Supervielle Renta Inmobiliaria Financial Trust

Assets assigned in trust: Real estate and the proceeds from their rentals and/or sales

Trustee: TMF Trust Company (Argentina) S.A.

Financial trust
  Set up on   Value initially
assigned in
trust
  Securities issued and
last maturity(2)
  Holdings—book
value as of
December 31,
2015 (Ps.)

Serie I(1)

  11/8/2007   US$ 14,336   VDF NV US$10,035 Due: 11/5/17   CP NV US$4,300 Due: 11/5/17   VDF 94,841 CP 30,794

(1)
Securities issued under the Supervielle Confiance program

Cordial Compañía Financiera Crédito Financial Trust

Assets assigned in trust: Personal Loans

Trustee: TMF Trust Company (Argentina) S.A.

Financial trust
  Set up on   Value initially
assigned
in trust (Ps.)
  Value of Participation
Certificates issued as
of December 31, 2015
(Ps.)
  Value of Debt
securities issued as
of December 31, 2015
(Ps.)
 

Serie VII

  12/30/2014     60,739     11,518      

Serie VIII

  6/23/2015     182,860     51,092      

Serie IX

  9/17/2015     199,475     53,655     36,334  

Serie X

  11/26/15     174,260     48,096      

Total

              164,361     36,334  

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

26. Financial Trusts and Mutual Funds (Continued)

b)    Mutual Funds

        At December 31, 2015 and 2014, Banco Supervielle is the depository of the following Mutual Funds managed by Supervielle Asset Management.

 
  Portfolio   Net worth   Number of units  
Mutual Fund
  12/31/2015
Ps.
  12/31/2014
Ps.
  12/31/2015
Ps.
  12/31/2014
Ps.
  12/31/2015
Ps.
  12/31/2014
Ps.
 

Premier Renta C.P. Pesos

    1,592     979,233     1,589     977,267     367,556,276     260,754,611  

Premier Renta Plus en Pesos

    59,681     126,448     59,403     125,561     16,572,604     42,494,600  

Premier Renta Fija Ahorro

    2,345,263     1,330,350     2,304,719     1,326,426     213,621,411     154,278,085  

Premier Renta Fija Crecimiento

    549,197     178,272     408,413     177,918     73,517,555     43,258,961  

Premier Renta Variable

    120,431     63,552     119,562     62,840     15,478,533     10,267,308  

Premier FCI Abierto Pymes

    547,271     263,932     546,437     263,472     249,064,658     135,259,316  

Premier Commodities Agrarios

    2,487     1,492     1,384     1,435     779,440     868,307  

Premier Capital

    446,027     170,243     292,776     166,974     178,863,770     141,333,175  

27. Loans and issuance of negotiable obligations

a.     Loans from international agencies

Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V. (FMO)

        On December 20, 2007, Cordial Microfinanzas S.A. and FMO entered into a financing agreement, with Grupo Supervielle acting as guarantor of that transaction, whereby it received in February 2008 the equivalent in pesos to US$ 3,000,000 payable in 6 consecutive semi-annual installments in pesos, the first installment falling due on April 15, 2011. The loan accrues interest at Badlar for private banks for 30 to 44 day term deposits, plus 4%. Interest shall be payable quarterly as from April 15, 2008. In March 2011, the Company, Cordial Microfinanzas S.A. and FMO signed an addenda to the facility agreement, deferring in two years the first installment, so that it operates on April 15, 2013.

        The financing received is subject to compliance with certain financial and non-financial covenants related mainly to the level of creditworthiness, exposure to loans, transactions with to related parties, foreign currency position, placements of liens and disposal of certain assets, in addition to certain information requirements and other positive and negative covenants. Furthermore, those agreements contain a "cross default" clause, whereby any breach of the obligations assumed by Cordial Microfinanzas, Grupo Supervielle or Banco Supervielle shall lead to the accelerated amortization of the loans granted by FMO. Moreover, Grupo Supervielle shall keep an interest of at least 85% in the capital of Banco Supervielle over the life of those agreements.

        As of December 31, 2015 and 2014 the Company was in compliance with the covenants, requirements and obligations mentioned.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

27. Loans and issuance of negotiable obligations (Continued)

b.     International financing programs

Global Financial Exchange Program

        In April 2007, Banco Supervielle signed an agreement within IFC/World Bank Group's Global Trade Finance Program whereby the IFC may, at its discretion, furnish a guarantee in favor of a correspondent bank thereby covering the Entity's payment obligations arising from trade-related transactions with its customers.

        As of December 31, 2015, the transactions in force with the coverage offered by IFC in the framework of the Global Trade Finance Program totaled USD 1,916,821.57 and as of December 31, 2014 USD 3,362,736.50

        The agreement signed with the IFC is subordinated to compliance with certain duties, including the preparation of reports at regular intervals and abiding by certain financial ratios in the field of solvency, credit risk, restricted assets, and exposure to foreign currency and interest rate risk.

        As of December 31, 2015 and 2014 the Company was in compliance with the covenants, requirements and obligations mentioned.

Foreign Trade Credit Facility Program

        In May 2009 the Bank signed an agreement under the Foreign Trade Credit Facility Program of the Inter-American Development Bank (IDB). The line of credit granted to Banco Supervielle for US$ 15,000,000 under this program shall be used to cover risks inherent in the confirmation of letters of credit, promissory notes, bid guarantees, and other similar instruments used in international business operations.

        As of December 31, 2015 and 2014 the Company was in compliance with the covenants, requirements and obligations mentioned.

Fondo Fiduciario de Capital Social (FONCAP)

        On September 20, 2010, Cordial Microfinanzas entered into a framework financing agreement with FONCAP S.A., for a total principal amount of up to Ps. 2,500. The Company must repay the principal borrowed in 12 quarterly and consecutive installments, which started on December 17, 2011. This debt shall accrue a quarterly variable compensatory interest rate, payable in arrears over balances and made up by the BADLAR rate applicable to time deposits at 30 to 35 days for more than Pesos one million, as informed by private banks, plus an additional 500 bps. Interest is payable on a monthly basis, with the first payment made on November 17, 2010.

        On September 14, and November 8, 2011, Cordial Microfinanzas entered into new framework financing agreements with FONCAP S.A., for a total principal amount of up to Ps. 1,500 each one. The principal amount must be repaid in 8 quarterly and consecutive installments of Ps. 187 for each lined received, with the first installments being paid on December 17, 2012 and February 17, 2013, respectively, accruing an interest rate made up by the BADLAR rate applicable to time deposits at 30 to 35 days for more than Pesos one million, informed by private banks, plus an additional 500 bps.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

27. Loans and issuance of negotiable obligations (Continued)

        Additionally, on October 2, 2012, Cordial Microfinanzas entered into a new loan facility with FONCAP, with a principal amount of Ps. 2,000 reimbursable in 10 equal, consecutive, three-month installments, in Pesos, with the first payment being paid on July 17, 2014, accruing an interest rate made up by the BADLAR rate applicable to time deposits at 30 to 35 days for more than Pesos one million, informed by private banks, plus an additional 500 bps.

d.     Program for the issuance of Negotiable Obligations denominated in USD

        On April 30, 2007, the Ordinary and Extraordinary Shareholders' Meeting No. 95 of Banco Supervielle resolved to approve the application for admission to the public offering regime through the creation of a Global Program for the issuance of Corporate Bonds for up to a maximum amount of US$ 200,000,000. The Program was authorized by the Argentine Securities Commission (Comisión Nacional de Valores) on August 10, 2007.

d.1.  Issuance of Subordinated Corporate Bonds Class I

        On October 13, 2010, the Board of Directors of Banco Supervielle approved the issuance of Class 1 Corporate Bonds. The subscription period ended on November 8, 2010.

        The following are the main terms and conditions of the issuance:

      Amount: US$ 50,000,000.

      Rank: Class 1 Corporate Bonds are Banco Supervielle's subordinated payment obligations in the terms of the BCRA regulations concerning Regulatory Capital [RPC] and Supplementary Shareholders' Equity.

      Maturity date: November 11, 2017

      Interest rate: 11.375%

      Interest Payment Date: The interest accrued by the Class 1 Corporate Bonds will be paid on a half-yearly basis on May 11 and on November 11 each year.

      Amortization: Principal shall be repaid on the Maturity Date.

      Applicable law and jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of the State of New York

        On March 21, 2012, the Ordinary Shareholders' Meeting resolved to extend the effective period of the Program for five years starting on the original due date, July 13, 2012.

        As of the December 31, 2015 and 2014, the above-mentioned corporate bonds have been recorded in the caption Subordinated Loan and Negotiable Obligations for Ps. 652,673 and Ps. 426,082 respectively.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

27. Loans and issuance of negotiable obligations (Continued)

d.2.  Issuance of Subordinated Corporate Bonds Class III

        On May 16, 2013 the Board of Directors of Banco Supervielle approved the issuance of Class 3 Corporate Bonds. The subscription period ended on August 15, 2013.

        The following are the main terms and conditions of the issuance:

      Amount: US$ 22,500,000.

      Rank: Class 3 Corporate Bonds are Banco Supervielle's subordinated payment obligations in the terms of the BCRA regulations concerning Regulatory Capital [RPC] and Supplementary Shareholders' Equity.

      Maturity date: August 20, 2020

      Interest rate: 7.00%

      Interest Payment Date: The interest accrued by the Class 3 Corporate Bonds will be paid on a half-yearly basis on February 20 and on August 20 each year.

      Amortization: Principal shall be repaid on the Maturity Date.

      Applicable law and jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of Argentina.

        As of the December 31, 2015 and 2014, the above-mentioned corporate bonds have been recorded in the caption Subordinated Loan and Negotiable Obligations for Ps. 297,362 and Ps. 193,997 respectively.

d.3.  Issuance of Subordinated Corporate Bonds Class IV

        On October 14, 2014 the Board of Directors of Banco Supervielle approved an increase of the total amount of the Program for up to Ps. 750,000 and the issuance of Class 4 Corporate Bonds for up to USD 30,000,000 within such Program. The subscription period ended on November 14, 2014.

        The following are the main terms and conditions of the issuance:

      Amount: US$ 13,441,000.

      Rank: Class 4 Corporate Bonds are Banco Supervielle's subordinated payment obligations in the terms of the BCRA regulations concerning Regulatory Capital [RPC] and Supplementary Shareholders' Equity.

      Maturity date: November 18, 2021

      Interest rate: 7.00%

      Interest Payment Date: The interest accrued by the Class 4 Corporate Bonds will be paid on a half-yearly basis on May 18 and on November 18 each year.

      Amortization: Principal shall be repaid on the Maturity Date.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

27. Loans and issuance of negotiable obligations (Continued)

      Applicable law and jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of Argentina.

        As of the December 31, 2015 and 2014, the above-mentioned corporate bonds have been recorded in the caption Subordinated Loan and Negotiable Obligations for Ps. 175,818 and Ps. 115,383 respectively.

e.     Program for the issuance of Negotiable Obligations denominated in Pesos

        On March 25, 2013, the Extraordinary Meeting of Shareholders of Banco Supervielle approved the creation of a global program of Corporate Bonds denominated in Pesos for up to a maximum amount of Ps. 750,000.

        On September 24, 2015 the Board of Directors of Banco Supervielle approved the issuance of Class 5 Corporate Bonds for up to Ps. 350,000 within of the Program. The subscription period ended on November 18, 2015.

        The following are the main terms and conditions of the issuance:

      Amount: Ps. 340,100.

      Rank: Class 5 Corporate Bonds are Banco Supervielle's unsubordinated payment obligations

      Maturity date: May 20, 2017

      Interest rate: Flotante Badlar, de Bancos Privados + 4.50%

      Interest Payment Date: The interest accrued by the Class 5 Corporate Bonds will be paid on a quarterly basis

      Amortization: Principal shall be repaid on the Maturity Date.

      Applicable law and jurisdiction: The corporate bonds shall be governed by, and must be interpreted according to, the laws of Argentina.

        As of the December 31, 2015, the above-mentioned corporate bonds have been recorded in the caption No Subordinated Loan and Negotiable Obligations for Ps. 338,716.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

27. Loans and issuance of negotiable obligations (Continued)

f.      Negotiable Obligations and Short-term securities of Cordial Compañía Financiera

        The following are the series of short-term securities and corporate bonds issued by Cordial Compañía Financiera, outstanding as of December 31,2015 and 2014:

Corporate Bonds

 
  Date of
issuance
  Due date   Nominal
value
(Ps.)
  Applicable Rate   December 31,
2015
  December 31,
2014
 

Class II

  10/3/13   4/3/15     73,253   Variable rate 4.99% + BADLAR         73,253  

Class IV

  2/21/14   8/21/15     53,889   Variable rate 5.00% + BADLAR         53,889  

Class V

  8/15/14   2/15/16     147,222   Variable rate 3.75% + BADLAR     147,222     147,222  

Class VI

  5/14/15   5/14/16     145.980   29.00%     145,980      

Class VII

  5/14/15   11/14/16     11,579   Variable rate 5.00% + BADLAR     11,579      

Clase VIII

  10/6/15   7/6/16     54,000   28.50%     54,000      

Clase IX

  6/10/15   4/6/17     88,750   Variable TNA 5.95% + BADLAR     88,750        

Total

    447,531     274.364  

g.     Global Program for the Issuance of Corporate Bonds

        On September 22, 2010, the Extraordinary General Shareholders' Meeting of Grupo Supervielle approved the application for admission to the public offering regime set forth under Law No. 17,811 and the creation of a Global Program for the Issuance of Corporate Bonds, Not Convertible into Shares. These corporate bonds may be short, medium and/or long term, subordinated or not, secured or not, denominated in Pesos, in US Dollars or in any other currency for a maximum outstanding amount that at no time should be higher than Ps. 500,000 or its equivalent in any other currency, as per the last Program amendment dated October 24, 2013.

        In addition, the corporate bonds may be issued in various classes and/or series during the term of the program, and the possibility exists of re-issuing the successive classes and/or series that have been amortized.

        The Argentine Securities Commission approved the above-mentioned Program on November 11, 2010.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

27. Loans and issuance of negotiable obligations (Continued)

        At December 31,2015 and 2014 the following series of corporate bonds of Grupo Supervielle issued under the above mentioned program were outstanding:

Class
  Issue date   Currency   Amount (Ps.)   Applicable Rate   Due date

Class XI

  11/5/13   ARS     50,000   Variable + 4.08%   5/5/15

Class XII

  1/31/14   ARS     71,398   Variable + 4.70%   7/31/15

Class XIII

  1/31/14   ARS     23,100   Variable + 6.25%   1/31/19

Class XIV

  5/13/14   ARS     38,194   Variable + 3.85%   11/13/15

Class XV

  5/13/14   ARS     81,806   Variable + 4.65%   5/13/16

Class XVI

  9/23/14   ARS     81,250   Variable + 3.25%   3/23/16

Class XVII

  1/23/15   ARS     127,000   28,5%   1/23/16

Class XVIII

  1/23/15   ARS     23,000   Variable + 4.8%   7/23/16

Class XIX

  5/20/15   ARS     137,361   Mixed   11/20/16

Class XX

  7/28/15   ARS     129,500   Mixed   1/28/17

        As of December 31, 2015 Class XI, XII and XIV were fully amortized.

        Funds provided by the issuance of corporate bonds were used to cancel financial liabilities, in accordance with article 36 of Law 23,576.

h.     Sindicated Loans

        As of september 22, 2015, Cordial Compañía Financiera entered into a loan facility denominated "Sindicado III", with the banks listed below for an amount of 110,000 with monthly installments the last being due on December 22, 2016, and accruing a variable interest rate equal to Badlar rate plus 550 bps.

Bank
  Amount  

Banco de Servicios y Transacciones S.A. 

    22,500  

Banco Ciudad de Buenos Aires

    30,000  

BACS Banco de Crédito y Securitización S.A. 

    20,000  

Banco Mariva S.A. 

    15,000  

Banco Industrial S.A. 

    10,000  

Banco Saenz S.A. 

    7,500  

Banco Meridian S.A. 

    5,000  

28. Non-controlling interest

        The breakdown of this caption is as follows:

 
  December 31,  
Company
  2015   2014  

Banco Supervielle

    66,488     51,726  

Sofital

    4,342     3,024  

Total

    Ps.70.830     Ps.54,750  

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

29. Differences between the Argentine Banking GAAP and Argentine GAAP

        The main differences between the Argentine Banking GAAP and Argentine GAAP are detailed below:

Recognition of income tax by the deferred tax method

        Grupo Supervielle calculates income tax at the current rate on the estimated taxable profit, without considering the effect of temporary differences between the carrying amounts of existing assets and liabilities and their respective tax basis. In accordance with Argentine GAAP, income tax must be recognized by the deferred tax method and, consequently, deferred tax assets or liabilities calculated on the abovementioned timing differences must be recognized. In addition, tax loss carry-forwards or unused tax credits allowed to be deducted from future taxable income must be recognized as deferred assets, as long as income is likely to be obtained.

Derivative financial instruments

        The Group's subsidiaries have recorded derivative financial instruments in accordance with BCRA regulations. Interest rate swaps are recorded at the value resulting from the application of rates differences to residual notional amounts at the end of each fiscal year. In accordance to Argentine GAAP the valuation should be made at fair value.

Credits originating in refinancing

        Under Argentine GAAP, whenever certain credits are substituted by others subject to conditions substantially different from those originally agreed, the pre-existing account will be written off and a new credit will be recognized, and its accounting measurement will be made on the basis of the best possible estimate of the sum receivable, using a discount rate reflecting the market assessments about the time value of money and the specific risks of the related asset. Those operations are valued in accordance with BCRA regulations based on the contractual rates agreed. The risk is measured under specifically regulated classification and provisioning criteria.

Goodwill

        Under Argentine Banking GAAP the Group determined goodwill for the excess of the purchase price over the equity value of the investment at the acquisition date. Under Argentine GAAP, goodwill should result from the difference between the purchase price of the investment referred to above and the amount of the net assets acquired valued at the estimated fair value.

        Under Argentine Banking GAAP and Argentine GAAP there is not differences related to amortization

Sanctions imposed to Financial Institutions and summaries carried out by the BCRA

        Under Argentine Banking GAAP, since January 2015, financial institutions must accrue a provision of 100% of administrative and/or disciplinary sanctions, and penal sanctions with judicial sentence on first instance, imposed or initiated by the BCRA, the Unit of Financial Information, the National

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

29. Differences between the Argentine Banking GAAP and Argentine GAAP (Continued)

Securities Commission and the National Superintendence of Insurance, that have been notified, with disregard of its amount, the status of the process, or if the fine payment is suspended. Moreover, financial institutions are required to disclose in their financial statements such sanctions and summaries initiated by the BCRA, since the first notification received.

        Pursuant to Argentine GAAP, such contingencies shall be recorded under liabilities when the possibility their effects take place is high and they can be appropriately determined in terms of currency. These shall as well be informed in notes to the financial statements. Contingencies which occurrence is considered to be remote shall not be included in the financial statements or the notes thereto, while those which possibility of occurrence is not considered remote but do not meet the requirements to be recorded under liabilities shall only be informed in notes to the financial statements.

Valuation of Government Securities

        BCRA regulations set forth specific valuation criteria for government securities recorded at their acquisition cost plus the I.R.R. Pursuant to Argentine GAAP the above-mentioned assets must be valued at their fair value.

Employee benefits

        The benefits granted to staff, such as vacations, special termination benefits and indemnities are recorded to expenses by the Group, when paid following the criteria allowed by the BCRA Rules, while Argentine GAAP establishes that such benefits, which accrue as the employees render their services or accept termination agreements, should be recognized as a liability during the term of labor or acceptance of agreement.

Presentation of Financial Statements and Disclosure

        Argentine Banking GAAP and Argentine GAAP differ in certain presentation aspects, which are summarized as follows:

    Under Argentine GAAP, assets and liabilities are classified as current and non-current on the balance sheet. Under Argentine Banking GAAP this presentation is not required. Assets and liabilities are classified by category.

    Under Argentine GAAP, Goodwill is shown as a separate item on the balance sheet, while under Argentine Banking GAAP it's included in the Intangible Assets line item.

    Certain disclosure requirements for Argentine GAAP, are not mandatory under Argentine Banking GAAP, such as goodwill information, related party transactions, and others.

Transfer of financial assets with recourse

        Cordial Compañía Financiera S.A. transferred certain loans to third parties retaining the credit risk uncollectable items. By entering into these agreements, Cordial Compañía Financiera S.A.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

29. Differences between the Argentine Banking GAAP and Argentine GAAP (Continued)

derecognized the transferred assets and recorded a gain by the difference between the book value of the loans transferred, and the consideration received. Under Argentine GAAP, the transfer of financial assets with recourse cannot be recorded as a sale of assets, as the transferor retains a substantial portion of the risks and benefits associated with the assets transferred. If Argentine GAAP had been applied, total assets, total liabilities and net income of Cordial Compañía Financiera S.A. as of December 31, 2015 would have increased in Ps. 79.0 million, Ps. 96.6 million and decreased in $17.6 million, respectively.

30. Group's Risk Management Policies

        Comprehensive risk management constitutes a key discipline for financial institutions. Grupo Supervielle aims to create through its subsidiaries, a solid and efficient organization in risk management, the framework for an optimal use of its capital and for identifying business opportunities in the markets and geographical regions in which it operates, seeking the best risk-reward balance for its shareholders. The risk management framework is communicated to all the organization and strives for a balance between a solid culture in risk matters and being an innovative Company, focused on its customers, and recognized for its agile, straightforward and gentle operating style.

        The Company's Board of Directors considers that its criteria and guidelines regarding risk management are a key part of its Corporate Governance. The risks to which the Company is exposed, are inherent to the financial industry, such as credit, market, interest rate, liquidity, operational, reputational and strategic risk. In addition, the Company is exposed to securitization risk, given the leadership role it has on this subject.

        Within this framework, Banco Supervielle and Cordial Compañía Financiera follow the guidelines set forth by the BCRA for comprehensive risk management and corporate governance

31. Parent only Financial Statements

        The following are the parent company only financial statements of Grupo Supervielle as of December 31,2015 and 2014 and for the years ended December 31, 2015 ,2014 and 2013.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

31. Parent only Financial Statements (Continued)

Balance sheet (Parent Company only)

 
  December 31,  
 
  2015   2014  

Assets

             

Current assets

             

Cash and due from banks

  Ps. 3,485   Ps. 1,615  

Short—term investments

    43,720     42  

Tax credits

        27  

Other receivables

    35,965     2,994  

Total current assets

  Ps. 83,170   Ps. 4,678  

Non—current assets

             

Long—term investments

  Ps. 2,917,654   Ps. 2,134,410  

Tax credits

    1,637     647  

Other receivables

    1,211     1,599  

Premises and equipment, net

        30  

Total non-current assets

  Ps. 2,920,502   Ps. 2,136,686  

Total assets

  Ps. 3,003,672   Ps. 2,141,364  

Liabilities

             

Current Liabilities

             

Trade accounts payable

  Ps. 1,002   Ps. 1,273  

Financial indebtedness

    473,067     229,925  

Taxes payable

    2,448     157  

Other accounts payable

    1,402     17,803  

Total current liabilities

  Ps. 477,919   Ps. 249,158  

Non—current liabilities

             

Financial indebtedness

  Ps. 152,043   Ps. 185,220  

Total non-current liabilities

  Ps. 152,043   Ps. 185,220  

Total liabilities

  Ps. 629,962   Ps. 434,378  

Shareholder's equity

  Ps. 2,373,710   Ps. 1,706,986  

Total liabilities and shareholders' equity

  Ps. 3,003,672   Ps. 2,141,364  

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

31. Parent only Financial Statements (Continued)

Statement of Income (Parent Company only)

 
  December 31,  
 
  2015   2014   2013  

Equity in earnings of controlled companies

  Ps. 788,490   Ps. 533,587   Ps. 407,250  

Administrative expenses

    (26,253 )   (25,350 )   (20,206 )

Other income, net

    18,405     31,984     25,325  

Financial results, net

                   

Generated by assets

  Ps. 49,176   Ps. 6,278   Ps. 14,552  

Generated by liabilities

    (155,709 )   (183,579 )   (53,931 )

Income before income tax

  Ps. 674,109   Ps. 362,920   Ps. 372,990  

Income tax

             

Net income for the year

  Ps. 674,109   Ps. 362,920   Ps. 372.990  

Statement of Cash Flows (Parent Company only)

 
  December 31,  
 
  2015   2014   2013  

Changes in cash and cash equivalents

                   

Cash and cash equivalents at the beginning of the year

  Ps. 1,657   Ps. 40,380   Ps. 1,875  

Net increase / (decrease) in cash and cash equivalents

    20,385     (38,723 )   38,505  

Cash and cash equivalents at the end of year

  Ps. 22,042   Ps. 1,657   Ps. 40,380  

Cash flow from operating activities

                   

Operating expenses paid

  Ps. (28,717 ) Ps. (28,005 ) Ps. (21,625 )

Dividends received

    33,600     16,150     14,725  

Other operating (expenses paid) / income received

    (21,343 )   (47,373 )   52,620  

Net cash (used in) provided by operating activities

  Ps. (16,460 ) Ps. (59,228 ) Ps. 45,720  

Cash flow from investing activities

                   

Increase in investments

  Ps.     Ps.   Ps. 6,994  

Proceeds from premises and equipment

    190     328      

Increase in long-term investments

    (25,504 )   (17,787 )   (8,047 )

Net cash (used in) investing activities

  Ps. (25,314 ) Ps. (17,459 ) Ps. (1,053 )

Cash flow from financing activities

                   

Dividends paid

    (7,385 )   (8,342 )   (8,672 )

Financing (paid) / received

    54,256     40,359     (10,891 )

Net cash provided by (used in) financing activities

  Ps. 46,871   Ps. 32,017   Ps. (19,563 )

Net financial income from holdings of cash and cash equivalents

    15,288     5,947     13,401  

Net increase / (decrease) in cash and cash equivalents

  Ps. 20,385   Ps. (38,723 ) Ps. (38,505 )

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

31. Parent only Financial Statements (Continued)

        Cash and cash equivalents include cash and due from banks and highly liquid investments with an original maturity of less than three months according to the following detail:

 
  December 31,  
 
  2015   2014   2013  

Cash and due from banks

  Ps 3,485   Ps. 1,615   Ps. 865  

Time deposits

    18,557     42     39,515  

Cash and cash equivalents

  Ps. 22,042   Ps. 1,657   Ps. 40,380  

        Reconciliation between balances as appearing on the Balance sheet and the items considered as Cash and cash equivalents:

 
  December 31,  
 
  2015   2014   2013  

Cash and due from banks

                   

As per the Balance sheet

  Ps. 3,485   Ps. 1,615   Ps. 865  

As per the Statement of cash flows

  Ps. 3,485   Ps. 1,615   Ps. 865  

Short term investments

   
 
   
 
   
 
 

As per the Balance sheet

  Ps. 43,720   Ps. 42   Ps. 39,515  

Items that are not cash equivalents

    (25,163 )        

As per the Statement of cash flows

  Ps. 18,557   Ps. 42   Ps. 39,515  

32. Credit Line for Productive Investment

        Pursuant to Communications "A" 5319 of the BCRA, financial institutions are required to offer a credit line directed to finance investment projects to purchase capital goods and/or to finance the construction of facilities to produce goods and/or services and to market goods (excluding inventories). These credit lines were required to reach in aggregate an amount equal to 5% of average deposits received from the non-financial private sector, at or before June 30, 2013. Communications "A" 5380, 5449, 5516 and 5600 further extended these requirements to new credit lines, with the last one being due on December 31, 2015. Effective January 4, 2016 the BCRA issued Communication "A" 5874 which established a new Credit Line for Productive Investment and Public Sector Financing with a broader range of goods to be applied and increased interest rates. Banco Supervielle complied with these requirements within the due dates established by the BCRA.

33. Protection to users of financial services

        On July 19, 2013, the BCRA issued Communication "A" 5460, granting a broad protection to consumers of financial services, including, among other aspects, the regulation of fees and commissions charged by financial institutions for services provided. Therefore, fees and charges must represent a real, direct and demonstrable cost and should have a technical and economic justification.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

33. Protection to users of financial services (Continued)

        On June 10, 2014, the BCRA issued Communications "A" 5590, 5591 and 5592, through which it adopted a set of rules regarding the reference interest rate for personal loans and car loans granted to retail customers, that are not considered as micro, small and medium size companies. In addition, it established new rules regarding fees and charges for basic financial products and services, as defined by the BCRA. Beginning on the effective date of the rule, financial institutions must have prior authorization from the BCRA to implement increases to the cost of those services.

        On December 17, 2015 the BCRA issued Communication "A" 5853 through which it established that interest rates shall be agreed freely between financial institutions and its customers, thus removing the reference interest rate for personal loans and car loans.

34. Adoption of the International Financial Reporting Standards

        The National Securities Commission ("CNV") has established the application of Technical Pronouncement No. 26 of the Argentine Federation of Professional Councils in Economic Sciences, which adopts the International Financial Reporting Standards ("IFRS") issued by the IASB (International Accounting Standards Board) for certain entities included within the public offering system, whether because of their capital or their negotiable obligations, or because they have requested to be included in such system, for financial statements corresponding to fiscal years started as from January 1, 2012. The adoption of such standards is not applicable to the Company since the CNV exempts banks, insurance companies and companies that invest in banks and insurance companies. Therefore, due to the fact that Banco Supervielle is the Company's main equity investment, a financial institution subject to the BCRA regulations, the Company continued following the valuation and disclosure criteria applied by Banco Supervielle for the presentation of the consolidated financial statements.

        On February 12, 2014, the BCRA approved a convergence roadmap to IFRS for financial statements of institutions under its supervision, with an effective date for fiscal years commenced on January 1, 2018.

        In March 2015, Banco Supervielle and Cordial Compañía Financiera's Board of Directors approved an implementation plan, following the guidelines set up by the BCRA, which shall have a six-month period review and update.

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP

        The accompanying consolidated financial statements have been prepared in accordance with Argentine Banking GAAP, which differs in certain significant respects from US GAAP. Such differences involve methods of measuring the amounts shown in the consolidated financial statements, as well as additional disclosures required by US GAAP and Regulation S-X of the SEC.

I. Differences in measurement methods

        As indicated in Note 3.1, as from March 1, 2003, inflation accounting was discontinued. The following reconciliation does not include the reversal of the adjustments to the consolidated financial statements for the effects of inflation, because, as permitted by the Securities and Exchange Commission ("SEC"), it represents a comprehensive measure of the effects of price-level changes in

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

the Argentine economy, and as such, is considered a more meaningful presentation than historical cost-based financial reporting for both Argentine Banking GAAP and US GAAP.

        The main differences, other than inflation accounting, between Argentine Banking GAAP and US GAAP as they relate to the Group are described below, together with an explanation, where appropriate, of the method used in the determination of the necessary adjustments. References below to "ASC" are to Accounting Standard Codification issued by the Financial Accounting Standards Board in the United States of America.

        The following tables summarize the main reconciling items between Argentine Banking GAAP and US GAAP:

Reconciliation of net income:

 
   
  December 31,  
 
   
  2015   2014   2013  

Net income under Argentine Banking GAAP

      Ps. 674,109   Ps. 362,920   Ps. 372,990  

US GAAP adjustments

 

 

   
 
   
 
   
 
 

Loan origination fees and costs

  Note 35.a     (4,254 )   62,344     (13,469 )

Intangible assets

                       

Differences in basis relating to purchase accounting

  Note 35.b     4,435     1,971     3,287  

Other intangible assets

  Note 35.b     (17,970 )   (5,604 )   (10,986 )

Loan loss reserves

  Note 35.c     49,049     (61,985 )   74,107  

Transfers of financial assets

  Note 35.d     (27,948 )   (14,050 )   (37,365 )

Government securities and other investments

  Note 35.e     162     132      

Vacation Provision

  Note 35.f     (12,825 )   (60,988 )   (25,264 )

Derivatives instruments

  Note 35.g         (519 )   619  

Special Termination Arrangements

  Note 35.h     (69,271 )   (36,772 )   (15,226 )

Customer Loyalty Programs

  Note 35.i     21,094     (22,843 )   (14,690 )

Credit Card Loans—Imputed Interest

  Note 35.j     (75,775 )   3,693     (21,197 )

Deferred Income tax

  Note 35.k     84,987     46,942     58,865  

Accounting for Guarantees

  Note 35.l     (10,997 )   1,819     669  

Non-controlling Interest

  Note 35.m     16,080     13,707     10,556  

Net Income under US GAAP

      Ps. 630,876   Ps. 290,767   Ps. 382,896  

Non-controlling Interest

 

Note 35.m

   
(12,522

)
 
(10,118

)
 
(7,797

)

Net Income attributable to the Group in accordance with US GAAP

      Ps. 618,354   Ps. 280,649   Ps. 375,099  

Basic earnings per share attributable to the Group

  Note 35.II.i     2.5479     2.2600     3.0208  

Diluted earnings per share attributable to the Group

  Note 35.II.i     2.5479     2.2600     3.0208  

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        Net income includes the consolidating financial trusts in which the Group does not have participation but conserve the risks and rewards of them (see Note 35.I.d.).

 
  December 31,  
 
  2015   2014   2013  

Net Income under US GAAP before consolidation of financial trusts without holding in "certificates of participation"

  Ps. 630,876   Ps. 290,767   Ps. 382,896  

Net income corresponding to consolidated financial trusts, without holding in "certificates of participation"

    45,200     10,747     15,919  

Net Income under US GAAP

  Ps. 676,076   Ps. 301,514   Ps. 398,815  

Non-controlling interest corresponding to consolidated financial trusts, without holding in "certificates of participation"

  Ps. (45,200 ) Ps. (10,747 ) Ps. (15,919 )

Non-controlling Interest

    (12,522 )   (10,118 )   (7,797 )

Net Income attributable to the Group in accordance with US GAAP

  Ps. 618,354   Ps. 280,649   Ps. 375,099  

Reconciliation of Shareholders' Equity:

 
   
  December 31,   December 31,  
 
   
  2015   2014  

Shareholders' Equity as stated

      Ps. 2,373,710   Ps. 1,706,986  

US GAAP adjustments:

 

 

   
 
   
 
 

Loan origination fees and costs

  Note 35.a     (54,066 )   (49,812 )

Intangible assets

                 

Differences in basis relating to purchase accounting              

  Note 35.b     38,757     34,322  

Other intangible assets. 

  Note 35.b     (42,829 )   (24,859 )

Loan loss reserves. 

  Note 35.c     15,663     (33,386 )

Transfers of financial assets

  Note 35.d     (104,831 )   (76,883 )

Government securities and other investments. 

  Note 35.e     1,009     (17,806 )

Vacation Provision

  Note 35.f     (179,774 )   (166,949 )

Special Termination Arrangements

  Note 35.h     (138,925 )   (69,654 )

Customer Loyalty Programs

  Note 35.i     (28,096 )   (49,190 )

Credit Card Loans—Imputed Interest

  Note 35.j     (110,129 )   (34,354 )

Deferred Income tax

  Note 35.k     314,123     229,136  

Accounting for Guarantees

  Note 35.l     (9,637 )   1,360  

Non-controlling Interest. 

  Note 35.m     70,830     54,750  

Equity under US GAAP

      Ps. 2,145,805   Ps. 1,503,661  

Non-controlling Interest

  Note 35.m     (55,669 )   (42,164 )

The Group Shareholder's Equity under US GAAP

      Ps. 2,090,136   Ps. 1,461,497  

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        Equity and Shareholders Equity include the consolidating financial trusts in which the Group does not have participation but conserve the risks and rewards of them (see Note 35.I.d.).

 
  December 31,  
 
  2015   2014  

Equity under US GAAP before consolidation of financial trusts without holding in "certificates of participation"

  Ps. 2,145,805   Ps. 1,503,661  

Net assets corresponding to consolidated financial trusts without holding in "certificates of participation"

    117,739     36,827  

Equity under US GAAP

  Ps. 2,263,544   Ps. 1,540,488  

Non-controlling interest corresponding to consolidated financial trusts without holding in "certificates of participation"

    (117,739 )   (36,827 )

Non-controlling Interest

    (55,669 )   (42,164 )

The Group Shareholder´s Equity under US GAAP

  Ps. 2,090,136   Ps. 1,461,497  

Description of changes in Shareholder's Equity:

 
  December 31,  
 
  2015   2014   2013  

Equity under US GAAP at the beginning of the year attributable to Parent Company

  Ps. 1,461,497   Ps. 1,207,542   Ps. 835,784  

Distribution of dividends

    (7,385 )   (8,342 )   (8,672 )

Other comprehensive income (see Note 35.II.a.)

    17,670     (18,352 )   5,331  

Net Income under US GAAP

    618,354     280,649     375,099  

Equity under US GAAP at the end of the year attributable to Parent Company

  Ps. 2,090,136   Ps. 1,461,497   Ps. 1,207,542  

a.     Loan origination fees and costs

        Under Argentine Banking GAAP, the Group does not defer loan origination fees and costs. In accordance with US GAAP under ASC 310, loan origination fees net of certain direct loan origination costs should be recognized over the life of the related loan as an adjustment of to yield using the interest method.

        The effects of the adjustments required to state such amounts in accordance with US GAAP, would decrease assets by Ps. 54,066 as of December 31, 2015 and Ps. 49,812 as of December 31, 2014. Income would (decrease) / increase by Ps. (4,254), Ps. 62,344 and Ps. (13,469) for the years ended December 31, 2015, 2014 and 2013, respectively.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

b.     Intangible assets

i)     Differences in basis relating to purchase accounting

        Under Argentine Banking GAAP, net assets acquired are recorded at the book value of the acquired company at the acquisition date and goodwill is recognized based on the difference of the book value of the net assets acquired and the acquisition cost. Such goodwill is being amortized under the straight line method.

        Under US GAAP, the Group applies the purchase method of accounting to its business combinations. The additional interest acquired was accounted for as a step acquisition applying the purchase method.

        Accordingly, the excess of the purchase price over the fair value of assets acquired and liabilities assumed, if any, is considered as goodwill.

        For acquisitions prior to December 15, 2008, in the event the fair value of the net assets acquired exceeds the consideration paid, the excess is allocated as a pro rata reduction of the amounts that otherwise would have been assigned to the acquired assets. For acquisitions after that date, if the net assets acquired exceed the consideration paid, the excess is recorded as gain in statement of income.

        Under Argentine Banking GAAP, goodwill recognized is amortized on straight-line basis over its useful life.

        Under US GAAP goodwill is not subject to amortization, but is subject to at least an annual assessment for impairment. The Group analyzes qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill.

        Goodwill impairment exists when the fair value of the reporting unit to which the goodwill is allocated is not enough to cover the book value of its assets and liabilities and the goodwill. The fair value of the reporting unit is estimated using discounted cash flow techniques. The sustained value of the majority of the goodwill is supported ultimately by revenue from credit-card business, included in "Consumer Finance" reporting unit.

        The evaluation methodology for potential impairment is inherently complex and involves significant management judgment in the use of estimates and assumptions. These estimates involve many assumptions, including the expected results of the reporting unit, an assumed discount rate and an assumed growth rate for the reporting unit.

        The Group was reviewed Goodwill for impairment as of December 31, 2015 and 2014 and no impairment was recorded.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        The following table summarizes the acquisitions made by the Company and the calculation of goodwill under US GAAP.

 
  Supervielle
Seguros
  Cordial
Compañia
Financiera
  Banco
Regional
de Cuyo
  Tarjeta
Automática
  Banco
Societé
Generalé
 

Acquisition Date

    June 6, 2013     August 1, 2011     September 19, 2008     December 15, 2007     March 3, 2005  

Fair value of net tangible assets acquired

    2,409     126,386     48,350     6,371     39,054  

Intangible assets identified, net of related deferred income tax(a)

        9,466     23,244     6,780     25,175  

Net assets

  Ps. 2,409     135,852     71,594     13,151     64,229  

% acquired

    100.00 %   100.00 %   99,94 %   51,00 %   91,54 %

Net assets acquired

  Ps. 2,409     135,852     71,549     6,707     58,795  

Consideration paid

  Ps. 4,543     168,047     97,542     15,835     37,209  

Goodwill

  Ps. 2,134     32,195     25,993     9,128     (21,586 )

(a)
Intangible assets identified consist of brand, core deposits, customer relationship and commercial relationship agreement. Brand is not amortized under US GAAP. The remaining intangibles identified are amortized over 10 years

        In relation with Tarjeta Automática, on March 5, 2009 the Group acquired an additional 24% interest of this entity for a total consideration of Ps. 13,992. Under US GAAP this acquisition was accounted as an equity transaction when the control was previously obtained, following ASC 805 guidance.

        The following table summarizes the shareholder´s equity adjustment computed to conform the accounting of these acquisitions to US GAAP as of December 31, 2015 and 2014

 
  December 31,
2015
  December 31,
2014
 

Elimination of Goodwill recognized under Argentine Banking GAAP

  Ps. (40,760 ) Ps. (49,762 )

Recognition of Goodwill under US GAAP

    69,450     69,450  

Recognition of Intangible Assets under US GAAP

    81,745     81,745  

Amortization of Intangible Assets under US GAAP

    (55,952 )   (50,702 )

Allocation of negative Goodwill to fixed assets

    (23,247 )   (23,247 )

Reversal of depreciation of fixed assets recognized under Argentine Banking GAAP due to differences in purchase accounting of Societé Generalé acquisition

    7,521     6,838  

Total

  Ps. 38,757   Ps. 34,322  

        Net income impact related to the shareholder´s equity adjustment for the years ended December 31, 2015, 2014 and 2013 amounted to Ps. 4,435, Ps. 1,971 and Ps. 3,287, respectively.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        The activity of the goodwill and intangible assets under US GAAP during the years ended December 31, 2015 and 2014 is as follows:

 
  December 31,  
 
  2015   2014  

Goodwill at the beginning of the year

  Ps. 69,450   Ps. 69,450  

Goodwill at the end of the year. 

  Ps. 69,450   Ps. 69,450  

Intangible assets identified in the Business Combination at the beginning of the year

    31,043     39,417  

Amortization under US GAAP. 

    (5,250 )   (8,374 )

Intangible assets identified in the Business Combination at the end of the year net of amortizations

  Ps. 25,793   Ps. 31,043  

        The following table shows the intangible assets gross carrying amount, detailed with their respective useful lives:

 
  December 31, 2015  
 
  Gross
carrying
amount
  Accumulated
amortization
  Remaining
useful life
(months)
 

Core Deposits

  Ps. 21,052   Ps. 17,733     24  

Overdraft

    8,603     7,812     21  

Customer Relationship

    17,679     15,844     24  

Brand Name

    19,848          

Commercial Agreement

    14,563     14,563      

Total

  Ps. 81,745   Ps. 55,952      

        The estimated aggregate amortization expense for intangible assets for the next fiscal years is as follows:

Fiscal year ending December 31,
  Aggregate
amortization
expense
 

2016

    3,127  

2017

    2,818  

2018 and thereafter

    19,848  

Total

  Ps. 25,793  

        The aggregate amortization expense for intangible assets identified for the years ended December 31, 2015, 2014 and 2013 was Ps. 5,250, Ps. 8,374 and Ps. 8,374, respectively.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

ii)
Other intangible assets

        ASC 350-40 defines three stages for the costs of computer software developed or obtained for internal use: the preliminary project stage, the application development stage and the post-implementation operation stage. Only the second stage costs are to be capitalized.

        Under Argentine Banking GAAP, the Group capitalizes costs relating to all three of the stages of software development.

        Shareholders' equity adjustment between Argentine GAAP and US GAAP as of December 31, 2015 and 2014 amounted to Ps. (42,829) and Ps. (24,859), respectively. Net income adjustment for the years ended December 31, 2015, 2014 and 2013 amounted to Ps. (17,970), Ps. (5,604) and Ps. (10,986), respectively.

c.     Loan loss reserves

        Under Argentine Banking GAAP (see note 3.7), the allowance for loan losses is calculated following BCRA regulations. These criteria are different for commercial loans (those in excess of Ps. 2,500 at December 31, 2015 and 2014 and 1,500 at December 31, 2013) and consumer loans. For commercial loans in excess of Ps. 2,500 at December 31, 2015 and 2014 and 1,500 at December 31, 2013, such criteria are principally based on the debtors' payment capacity and cash-flows analysis. Loan loss reserves for consumer loans and commercial loans are based on delinquency and BCRA established loss factors.

        Increases in the reserve are based on the deterioration of the quality of existing loans, while decreases in the reserve are based on regulations requiring the charge off of non-performing loans classified as "non-recoverable". The Group charges-off non-performing loans on the month following the date on which such loans are classified as "irrecoverable without preferred guarantees" and fully provisioned.

        In the case of the consumer portfolio, the charge-off takes place when the loan is approximately 360 days past due. For the commercial portfolio, the situation depends on the individual evaluation of the credit risk. All charged-off loans are registered in off balance accounts while the Group continues its collection efforts.

        In addition, under BCRA rules, the Group records recoveries on previously charged-off loans directly to income and records the amount of charged-off loans in excess of amounts specifically allocated as a direct charge to the consolidated statement of income.

        The Group's consumer portfolio consists principally of personal loans and credit card loans.

        The Group's commercial portfolio is currently diversified among clients of different size (small, medium-sized businesses and corporations) and who are active in different economic sectors (mainly the agricultural, construction, sugar, manufactured, foodstuff, automotive vehicles, among others). The risks associated with this portfolio are principally related to the specific economic performance of each individual client and to economic factors, such as the price and demand of products and services and competitiveness, among others.

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Table of Contents


Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        Under BCRA rules, a minimum loan loss reserve is calculated primarily based upon the classification of commercial loan borrowers and upon delinquency aging (or the number of days the loan is past due) for consumer loan borrowers. Although the Group is required to follow the methodology and guidelines for determining the minimum loan loss reserve, as set forth by the BCRA, the Group is allowed to establish additional loan loss reserve.

        For commercial loans, the Group is required to classify all commercial loan borrowers. In order to classify them, the Group must consider different parameters related to each of those customers.

        Pursuant to BCRA regulations, commercial loans are classified as follows:

Classification
  Criteria

In normal situation

  Borrowers for whom there is no doubt as to their ability to comply with their payment obligations.

Subject to special monitoring/Under observation

 

Borrowers that, among other criteria, are up to 90 days past due and, although considered to be able to meet all their financial obligations, are sensitive to changes that could compromise their ability to honor debts absent timely corrective measures.

Subject to special monitoring / Under negotiation or refinancing agreement

 

Borrowers who are unable to comply with their obligations as agreed with the Group and, therefore, formally state, within 60 calendar days after the maturity date, their intention to refinance such debts. The borrower must enter into a refinancing agreement with the Group within 90 calendar days (if up to two lenders are involved) or 180 calendar days (if more than two lenders are involved) after the payment default date. If no agreement has been reached within the established deadline, the borrower must be reclassified to the next category according to the indicators established for each level.

Troubled

 

Borrowers with difficulties honoring their financial obligations under the loan on a regular basis, which, if uncorrected, may result in losses to the Group.

With high risk of insolvency

 

Borrowers who are highly unlikely to honor their financial obligations under the loan.

Irrecoverable

 

Loans classified as irrecoverable at the time they are reviewed (although the possibility might exist that such loans might be collected in the future). The borrower will not meet its financial obligations with the Group.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

Classification
  Criteria

Irrecoverable according to Central Bank Rules

 

(a) Borrower has defaulted on its payment obligations under a loan for more than 180 calendar days according to the corresponding report provided by the BCRA, which report includes (1) financial institutions liquidated by the BCRA, (2) residual entities created as a result of the privatization of public financial institutions, or in the privatization or dissolution process, (3) financial institutions whose licenses have been revoked by the BCRA and find themselves subject to judicial liquidation or bankruptcy proceedings and (4) trusts in which Seguro de Depósitos S.A. (SEDESA) is a beneficiary, and/or (b) certain kinds of foreign borrowers (including banks or other financial institutions that are not subject to the supervision of the BCRA or similar authority of the country in which they are incorporated) that are not classified as "investment grade" by any of the rating agencies approved by the BCRA.

        For consumer loan portfolio, the Group classifies loans based upon delinquency aging, consistent with the requirements of the Central Bank. Minimum loss percentages required by the BCRA are also applied to the totals in each loan classification.

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Table of Contents


Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        Under the BCRA regulations, consumer borrowers are classified as follows:

Classification
  Criteria

Performing

  If all payments on loans are current or less than 31 calendar days overdue and, in the case of checking account overdrafts, less than 61 calendar days overdue.

Low Risk

 

Loans upon which payment obligations are overdue for a period of more than 31 and up to 90 calendar days.

Medium Risk

 

Loans upon which payment obligations are overdue for a period of more than 90 and up to 180 calendar days.

High Risk

 

Loans in respect of which a legal action seeking collection has been filed or loans having payment obligations overdue for more than 180 calendar days, but less than 365 calendar days.

Irrecoverable

 

Loans in which payment obligations are more than one year overdue or the debtor is insolvent or in bankruptcy or liquidation.

Irrecoverable according to Central Bank Rules

 

Same criteria as for commercial loans in the Irrecoverable according to BCRA Rules.

        The tables above contain the loan portfolio classification by credit quality indicator set forth by the BCRA.

        The following tables show the loan balances categorized by credit quality indicators for the years ended December 31, 2015 and 2014:

 
  As of December 31, 2015  
 
  "1"
Normal
Situation
  "2"
With special
follow-up or
Low Risk
  "3"
With problems
or Medium
Risk
  "4"
High risk of
insolvency or
High risk
  "5"
Uncollectible
  Total  

Consumer Loans

    15,131,460     488,496     301,221     368,857     62,689     16,352,723  

Commercial Loans

    8,572,781     59,495     504     51,864     12,534     8,697,178  

Total Financing Receivables

    23,704,241     547,991     301,725     420,721     75,223     25,049,901  

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)


 
  As of December 31, 2014  
 
  "1"
Normal
Situation
  "2"
With special
follow-up or
Low Risk
  "3"
With problems
or Medium
Risk
  "4"
High risk of
insolvency or
High risk
  "5"
Uncollectible
  Total  

Consumer Loans

    10,704,064     292,095     171,273     210,375     25,463     11,403,270  

Commercial Loans

    7,296,288     138,533     36,424     73,095     24,764     7,569,104  

Total Financing Receivables

    18,000,352     430,628     207,697     283,470     50,227     18,972,374  

        Under US GAAP, the loan losses reserve should be in amounts adequate to cover inherent losses in the loan portfolio at the respective balance sheet dates. Specifically:

            a)    Loans considered impaired in accordance with ASC 310-10 are valued at the present value of the expected future cash flows discounted at the loan's effective contractual interest rate, except that as a practical expedient a creditor may measure impairment based on a loans observable market price or at the fair value of the collateral if the loan is collateral dependent. Under ASC 310-10, a loan is considered impaired when, based on current information, it is probable that the borrower will be unable to pay contractual interest or principal payments as scheduled in the loan agreement. ASC 310-10 applies to all loans (including those restructured in a troubled debt restructuring involving amendment of terms), except large groups of smaller-balance homogeneous loans that are collectively evaluated for impairment , loans carried at the lower of cost or fair value, debt securities, and leases.

    The Group applies ASC 310-10 to all commercial loans classified as "With special follow-up or Low Risk", "With problems", "Insolvency Risks" and "Uncollectible". The Group specifically calculates the present value of estimated cash flows for commercial loans in excess of Ps. 2,500 as of December 31, 2015 and 2014 and 1,500 as of December 31, 2013. For commercial and other loans in legal proceedings, loans in excess of Ps. 2,500 as of December 31, 2015 and 2014 and Ps. 1,500 as of December 31, 2013 are specifically reviewed either on a cash-flow or collateral-value basis, both considering the estimated time to settle the proceedings. The Group has also analyzed all the loans included into the scope of ASC 340-10 "Trouble Debt Restructuring" and calculates the present values of estimated cash flows of each of the loans being a trouble debt restructuring.

            b)    In addition, following ASC 450-20, the amount of losses incurred in the homogeneous loan pools is estimated based on the number of loans that will default and the loss in the event of default. Using modeling methodologies, the Group estimates the number of homogeneous loans that will default based on the individual loans' attributes aggregated into pools of homogeneous loans with similar attributes. This estimate is based on the Group's historical experience with the loan portfolio. The estimate is adjusted to reflect an assessment of environmental factors not yet reflected in the historical data underlying the loss estimates, such as changes in real estate values, local and national economies, underwriting standards and the regulatory environment. The probability of default on a loan is based on an analysis of the movement of loans with the measured attributes from either current or any of the delinquency categories to default over a 12-month period.

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Table of Contents


Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

    As a result of analysis performed, the shareholders' equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2015 and 2014 amounted to Ps. 15,663 and Ps. (33,386), respectively, as follows:

 
  December 31, 2015   December 31, 2014  
 
  Allowances
under
US GAAP
  Adjustment to
Shareholders'
Equity
  Allowances
under
US GAAP
  Adjustment to
Shareholders'
Equity
 

Modeling methodologies

  Ps. 642,107   Ps. 26,550   Ps. 504,606   Ps. (30,868 )

Impaired loans individually evaluated for impairment

    37,195     (10,887 )   25,480     (2,518 )

Total

  Ps. 679,302   Ps. 15,663   Ps. 530,086   Ps. (33,386 )

        Net income adjustment between Argentine Banking GAAP and US GAAP for the years ended December 31, 2015, 2014 and 2013 amounted to Ps. 49,049, Ps. (61,985) and Ps.74,107, respectively.

Recoveries and charge-offs

        Under Argentine Banking rules, recoveries are recorded in a separate income line item under Other Income. Under US GAAP, recoveries and charge-offs would be recorded in the allowance for loan losses in the balance sheet; however there would no net impact on net income or shareholder´s equity. The definition of charge-off under US GAAP described above does not differ from Argentine Banking rules.

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Table of Contents


Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

Disclosure requirements

i)     Allowance for Credit Losses and Recorded Investments in Financial Receivables

        The following table presents the allowance for loan losses and the related carrying amount of Financial Receivables for the years ended December 31, 2015 and 2014 respectively:

 
  As of December 31, 2015  
 
  Consumer Loan
Portfolio
  Commercial
Loan Portfolio
  Total  

Allowances for loan losses:

  Ps.     Ps.     Ps.    

Beginning balance

    470,611     59,475     530,086  

Charge-offs

    (295,900 )   (49,686 )   (345,586 )

Recoveries

    45,149     15,050     60,199  

Provision

    402,223     32,379     434,602  

Ending balance

   
622,083
   
57,218
   
679,301
 

Ending balance—individually evaluated for impairment

   
   
20,024
   
20,024
 

Ending balance—collectively evaluated for impairment

    622,083     37,194     659,277  

Financing receivables:

   
 
   
 
   
 
 

Ending balance

                   

Ending balance: individually evaluated for impairment

        86,979     86,979  

Ending balance: collectively evaluated for impairment

    16,344,464     8,961,916     25,306,380  

 

 
  As of December 31, 2014  
 
  Consumer
Loan
Portfolio
  Commercial
Loan Portfolio
  Total  

Allowances for loan losses:

  Ps.            Ps.            Ps.           

Beginning balance

    402,067     21,339     423,406  

Charge-offs

    (201,449 )   (14,789 )   (216,238 )

Recoveries

    44,639     13,220     57,859  

Provision

    225,354     39,705     265,059  

Ending balance

   
470,611
   
59,475
   
530,086
 

Ending balance—individually evaluated for impairment

   
   
25,480
   
25,480
 

Ending balance—collectively evaluated for impairment

    470,611     33,995     504,606  

Financing receivables:

   
 
   
 
   
 
 

Ending balance

                   

Ending balance: individually evaluated for impairment

        84,625     84,625  

Ending balance: collectively evaluated for impairment

    11,210,710     7,677,039     18,887,749  

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Table of Contents


Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

ii)    Impaired Loans

        ASC 310, requires a creditor to measure impairment of a loan based on the present value of expected future cash flows discounted at the loan's effective interest rate, or at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent.

        This Statement is applicable to all loans (including those restructured in a troubled debt restructuring involving amendment of terms), except large groups of smaller-balance homogenous loans that are collectively evaluated for impairment. Loans are considered impaired when, based on Management's evaluation, a borrower will not be able to fulfill its obligation under the original loan terms.

        The following table discloses the amounts of loans considered impaired in accordance with ASC 310, as of December 31, 2015 and 2014:

 
  As of December 31, 2015  
 
  Recorded
Investment
  Unpaid
Principal
Balance
  Related
Allowance
 

With no related allowance recorded:

                   

Commercial

                   

Impaired Loans

  Ps. 39,005   Ps. 38,265   Ps.  

With an allowance recorded:

   
 
   
 
   
 
 

Commercial

                   

Impaired Loans

  Ps. 43,010   Ps. 41,394   Ps. 37,195  

Total

  Ps. 82,015   Ps. 79,659   Ps. 37,195  

 

 
  As of December 31, 2014  
 
  Recorded
Investment
  Unpaid
Principal
Balance
  Related
Allowance
 

With no related allowance recorded:

                   

Commercial

                   

Impaired Loans

  Ps. 8,706   Ps. 8,136   Ps.  

With an allowance recorded:

   
 
   
 
   
 
 

Commercial

                   

Impaired Loans

  Ps. 75,919   Ps. 73,894   Ps. 25,480  

Total

  Ps. 84,625   Ps. 82,030   Ps. 25,480  

        The average recorded investments for impaired loans were Ps. 81,989 and Ps. 99,049 as of December 31, 2015 and 2014, respectively.

        The interest income recognized on impaired loans amounted to Ps. 8,807, Ps. 18,071 and Ps. 8,231 for years ended December 31, 2015, 2014 and 2013, respectively.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

iii)   Non-accrual Loans

        The method applied to recognize income on loans is described in Note 3.5.

        Additionally, the Group has made use of the option granted by the BCRA authorizing financial entities to interrupt the accrual of interest for clients in the following categories:

    "With problems"; "With high risk of insolvency" and "Irrecoverable" in the commercial portfolio.

    "Medium risk"; "High risk" and "Irrecoverable" in the consumer portfolio.

        According to the above, the threshold for suspending the accrual of interest is as from 91 days of arrears. Resumption of interest accrual takes place when the client improves its situation passing to situation:

    "Normal" or "With special tracking—Under observation" in the commercial portfolio.

    "Normal" or "Low risk" in the consumer portfolio.

        The Group recognizes interest income on a cash basis for non-accrual loans. Under U.S. GAAP, recognition of interest on loans is generally discontinued when, in the opinion of management, there is an assessment that the borrower will likely be unable to meet all contractual payments as they become due. As a general practice, this occurs when loans are 90 days or more overdue. Any accrued but uncollected interest is reversed against interest income at that time. Management believes that the difference in interest recognition does not have a material impact to the Group's Consolidated Statements.

        As consequence, non-accrual loans are defined as those loans in the categories of: (a) Consumer portfolio: "Medium Risk", "High Risk" and "Uncollectible" and (b) Commercial portfolio: "With problems", "High Risk of Insolvency" and "Uncollectible".

        The following table represents the amounts of non-accruals, segregated by class of loans, as of December 31, 2015 and 2014, respectively:

 
  As of December 31,  
 
  2015   2014  

    Ps.     Ps.  

Consumer

    732,767     407,111  

Commercial

    64,902     134,283  

Total Non-accrual loans

    797,669     541,394  

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        An aging analysis of past due loans, segregated by class of loans, as of December 31, 2015 and 2014 were as follows:

 
  As of December 31, 2015  
 
  30 - 90
Days Past
Due
  91 - 180
Days Past
Due
  181 - 360
Days Past
Due
  Greater
than 360
  Total
Past Due
  Current   Total
Financing
 

Consumer

                                           

Personal Loans

    241,117     155,248     159,414     23,543     579,322     8,092,954     8,672,276  

Credit Card Loans

    132,317     76,276     98,542     11,403     318,538     5,270,234     5,588,772  

Other Loans

    47,685     20,802     33,189     10,640     112,316     1,979,359     2,091,675  

Total Consumer Loans

    421,119     252,326     291,145     45,586     1,010,176     15,342,547     16,352,723  

Commercial:

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Performing Loans

                        8,230,460     8,230,460  

Impaired loans

    293,757     103,715     31,589     37,657     466,718         466,718  

Total Commercial Loans

    293,757     103,715     31,589     37,657     466,718     8,230,460     8,697,178  

Total

    714,876     356,041     322,734     83,243     1,476,894     23,573,007     25,049,901  

 

 
  As of December 31, 2014  
 
  30 - 90
Days Past
Due
  91 - 180
Days Past
Due
  181 - 360
Days Past
Due
  Greater
than 360
  Total
Past Due
  Current   Total
Financing
 

Consumer

                                           

Personal Loans

    169,461     107,872     126,406     15,634     419,373     5,832,861     6,252,234  

Credit Card Loans

    83,716     45,172     65,022     5,761     199,671     3,436,482     3,636,153  

Other Loans

    38,918     18,228     18,947     4,068     80,161     1,434,721     1,514,882  

Total Consumer Loans

    292,095     171,272     210,375     25,463     699,205     10,704,064     11,403,269  

Commercial:

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Performing Loans

                        7,244,331     7,244,331  

Impaired loans

    189,622     45,517     75,009     14,624     324,772         324,772  

Total Commercial Loans

    189,622     45,517     75,009     14,624     324,773     7,244,331     7,569,103  

Total

    481,717     216,789     285,384     40,087     1,023,977     17,948,395     18,972,374  

iv)   Troubled debt restructuring (TDR)

        A restructured loan is considered a TDR if the debtor is experiencing financial difficulties and the Group grants a concession to the debtor that would not otherwise be considered. Concessions granted could include but it not necessary limited to: reduction in interest rate to rates that are considered below market, extension of repayment schedules and maturity dates beyond original contractual terms.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        The table below presents the December 31, 2015 and 2014 carrying value of loans that were modified in a TDR within the previous 12 months:

 
  Segment   Number of
contracts
  Pre-modification
outstanding
recorded
investment
  Post-modification
outstanding
recorded
investment
 

December 31, 2015

  Consumer     19,204     366,042     356,273  

  Commercial              

December 31, 2014

  Consumer     20,204     218,065     211,932  

  Commercial     3     5,835     5,810  

        The Group considers a TDR that have subsequently defaulted if the borrower has failed to make payments of either principal, interest or both for a period of 90 days or more from contractual due date. Loans considered TDR that have defaulted during the years ended December 31, 2015 and 2014, respectively were as follows:

 
  December 31, 2015  
Troubled debt restructuring that subsequently defaulted
  Number of
contracts
  Recorded
investment
 

Consumer

    2,225     35,515  

 

 
  December 31, 2014  
Troubled debt restructuring that subsequently defaulted
  Number of
contracts
  Recorded
investment
 

Consumer

    4,220     60,077  

d.     Transfers of financial assets

        The Group has securitized certain of their personal, pledge and credit card loans originated by the Bank and CCF on their behalf through the transfers of such loans to special purpose trusts which issues multiple classes of bonds and certificates of participation.

        In addition, on November 7, 2007 the Group securitized certain properties through the transfer of such properties to a special purpose trust "Renta Inmobiliaria I" which issues multiple classes of bonds and certificates of participation.

        Under Argentine Banking GAAP, securitizations were accounted for as sales. Debt securities issued by the trusts and retained by the Group are accounted for at cost plus accrued interest and participation certificates issued by the trusts and retained by the Group are accounted for under the equity method except the participation certificates of Real State trust that is accounted for at cost with the limit of the equity method and the participation certificates of CCF 3, 4 and 5 are accounted for at the recoverable value determined by the present value of net cash flows generated by the trusts with the limit of the equity method.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        Under US GAAP, FASB ASC 810 "Consolidation" addresses consolidation of variable interest entities, as defined in the rules, which have certain characteristics.

        The methodology for evaluating trust and transactions under the VIE requirements includes the following two steps:

    1)
    Determine whether the entity meets the criteria to qualify as a VIE and;

    2)
    Determine whether the Group is the primary beneficiary of a VIE.

        In performing the first step the significant factors and judgments that were considered in making the determination as to whether an entity is a VIE includes:

    The design of the entity, including the nature of its risks and the purpose for which the entity was created, to determine the variability that the entity was designed to create and distribute to its interest holders;

    The nature of the involvement with the entity;

    Whether control of the entity may be achieved through arrangements that do not involve voting equity;

    Whether there is sufficient equity investment at risk to finance the activities of the entity and;

    Whether parties other than the equity holders have the obligation to absorb expected losses or the right to received residual returns.

        For each VIE identified, the Group performs the second step and evaluates whether it is the primary beneficiary of the VIE by considering the following significant factors and criteria:

    Whether the Group has the power to direct the activities that most significantly impact the VIE's economic performance and;

    Whether the Group absorbs the majority of the VIE's expected losses or the Group receives a majority of the VIE's expected residual returns.

        As of December 31, 2015 and 2014, under FASB ASC 810, financial trusts mentioned in Note 26 were considered variable interest entities. In accordance with FASB ASC 810, the Group was deemed to be the primary beneficiary of these trusts and, therefore, the Group included them in its consolidated financial statements. The impact in the US GAAP shareholders' equity or net income reconciliation is disclosed below.

        As of December 31, 2015 and 2014, the table below presents the carrying amount and classification of the VIE's assets and liabilities which have been consolidated for US GAAP purposes. As mentioned

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

in Note 26. under BCRA rules, those amounts were recorded under "Other receivables from financial intermediation—Other receivables not covered by debtors classification regulations.

 
  December 31,   December 31,  
 
  2015   2014  

Assets

             

Cash and due from banks

  Ps. 76,907   Ps. 55,060  

Trading securities assets

    65,973     1,958  

Other receivable from financial transactions

    151,000     155,578  

Loans

    2,784,526     2,739,829  

Allowances related to Loans

    (71,833 )   (54,311 )

Premises and equipment, net

    38,184     38,887  

Other assets

    114,141     78,786  

  Ps. 3,158,898   Ps. 3,015,787  

Liabilities

             

Other liabilities from financial transactions:

             

Debt Securities

  Ps. 2,289,800   Ps. 2,313,615  

Certificates of Participation

    746,477     596,214  

Other liabilities

    122,621     105,958  

  Ps. 3,158,898   Ps. 3,015,787  

        As a result of consolidating these trusts, total consolidated assets would increase by Ps. 1,829,800 and Ps. 2,089,716 as of December 31, 2015 and December 31, 2014, respectively.

        Therefore, the Group recognized the loans and other assets under the financial trust included below and re-established its loan loss reserves under ASC 310. See Note 35.I.c. allowance for loan losses.

        In addition, the Group has recognized a gain for the sale of the assets included in the trusts "Renta Inmobiliaria I", "CCF Créditos Serie 3", "CCF Créditos Serie 4" and "CCF Créditos Serie 5". As a consequence that the Group had a controlling financial interest in trusts, the reconsolidation of the assets and liabilities was made and the gains recognized by the Group at the inception were reversed for US GAAP purposes. In addition, a reconciling adjustment was recognized in order to

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

consolidate each trust assets and liabilities under US GAAP principles. The table included below shows the adjustment recorded under US GAAP:

    Renta Inmobiliaria I

 
  December 31,   December 31,  
 
  2015   2014  

Reversal of gain on sale recorded under Argentine Banking GAAP

  Ps. (27,203 ) Ps. (27,203 )

Reversal of amortization calculated in excess

    4,350     3,812  

Valuation of the Certification of Participation retained by the Group adjustment

    (83,025 )   (48,516 )

Adjustment to Shareholders' Equity

  Ps. (105,878 ) Ps. (71,907 )

        Net income adjustment as of December 31, 2015, 2014 and 2013 amounted to Ps. (33,971), Ps. (11,877) and Ps. (34,562), respectively.

    CCF Créditos Series 3, 4 y 5

 
  December 31,   December 31,  
 
  2015   2014  

Reversal of gain on sale recorded under Argentine Banking GAAP

  Ps.   Ps. (33,173 )

Valuation of the Certification of Participation retained by the Group adjustment

        (3,853 )

Reversal of interest results, calculated in excess

        32,050  

Adjustment to Shareholders' Equity

  Ps.   Ps. (4,976 )

        Net income adjustment as of December 31, 2015, 2014 and 2013 amounted to Ps. 4,976, Ps. (2,173) and Ps. (2,803), respectively.

        CCF 3 and 4 were liquidated during the second semester of the year 2014 and CCF 5 was liquidated during the first semester of the year 2015.

Transfers of receivables with recourse

        Under Argentine Banking GAAP, for transfers of receivables with recourse, the Group recorded a gain in the income statement and accounted for the transaction as a sale of loans.

        Under US GAAP, ASC 860 "Transfers and servicing" establishes accounting and reporting standards for transfers and servicing of financial assets.

        Transfers of financial receivables with recourse do not comply with the conditions prescribed in ASC 860-10-40 to be accounted for as a sale, as consequence, the transaction is considered a secured

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

borrowing and, as a result of it, the Group should continue reporting the transferred financial receivables in its statement of financial position with no change in their measurement.

        Shareholders´ Equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2015 amounted to Ps. (1,047) (corresponding to assets for an amount of Ps. 79,038 and liabilities for an amount for Ps. 77,991). Net income as of December 31, 2015, amounted to Ps. 1,047.

        As of December 31, 2014 the Group did not enter into this kind of transactions.

e.     Government securities and other investments

Investments securities classified as trading and available for sale

        Under Argentine Banking GAAP the Group has recorded "Holding of trading securities", "Unlisted Government securities", "Investments in listed corporate securities", "Securities issued by the Argentine Central Bank listed" and "Securities receivable under spot and forward purchases pending settlement" at fair value, meanwhile the "Securities issued by the Argentine Central Bank unlisted" and "Unlisted corporate bonds" has been value at cost increased by their internal rate of return. Changes in valuation of these securities are included in earnings.

        Under US GAAP "Holding of trading securities", "Investments in listed corporate securities", "Unlisted government securities" and "Securities issued by the Argentine Central Bank" were considered "trading securities" and, as such, valued at fair value with changes in fair value recognized in the consolidated statement of comprehensive income.

        The table below shows the investments classified as trading securities:

 
  December 31,   December 31,  
 
  2015   2014  
 
  Carrying
Amount
  Fair
Value
  Carrying
Amount
  Fair
Value
 

Trading securities(**)

                         

Holdings of trading securities

  Ps. 181,305 (*) Ps. 181,305   Ps. 98,656   Ps. 98,656  

Unlisted Government securities

            1     1  

Investments in listed corporate securities

    11,008     11,008     173,715     173,715  

Securities issued by Argentine Central Bank

    8,534     8,534          

Total trading securities

  Ps. 200,847   Ps. 200,847   Ps. 272,372   Ps. 272,372  

(*)
Under Argentine Central Bank "Holdings of trading securities" does not include forward transactions pending settlement for Ps. 48,322 that have been reclassified under US GAAP. The Group records securities purchases and sales as of the trade date under US GAAP.

(**)
These investments do not have differences in their measurements, between Argentine Banking GAAP and US GAAP.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        "Securities issued by Argentine Central Bank", "Unlisted corporate bonds" and "Securities receivable under spot and forward purchases pending settlement" were considered as "available for sale securities" for US GAAP purposes and, as such, were recorded at fair value with the unrealized gain and losses reported as net of income tax included in other comprehensive income in the Shareholders´ equity, in accordance with ASC 320 "Investment—Debt and Equity Securities".

        The table below shows the investments classified as available for sale securities:

 
  December 31, 2015  
 
  Amortized
Cost
  Book
Value
  Fair
Value
  Accumulated
Unrealized
(Loss)/Gain
  Shareholders'
equity
Adjustment
 

Securities issued by Argentine Central Bank and

  Ps. 683,033     682,712     683,043     10     331  

Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement(*)

    15,925     15,952     16,630     705     678  

Total

  Ps. 698,958     698,664     699,673     715     1,009  

(*)
This line does not include forward transactions pending settlement for an amount of Ps. 8,250. These operations have not been included for US GAAP purposes. The Group records securities purchases and sales as of the trade date under US GAAP.


 
  December 31, 2014  
 
  Amortized
Cost
  Book
Value
  Fair
Value
  Accumulated
Unrealized
(Loss)/Gain
  Shareholders'
equity
Adjustment
 

Securities issued by Argentine Central Bank

  Ps. 698,000     697,868 (*)   696,953     (1,047 )   (915 )

Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement

    383,413     383,413     366,522     (16,891 )   (16,891 )

Total

  Ps. 1,081,413     1,081,281     1,063,475     (17,938 )   (17,806 )

(*)
This figure does not include reverse repo transactions for an amount of Ps. 37,840 that has been adjusted in Note 35.II.f. "Repurchase agreements" and forward transactions pending settlement for an amount of Ps. 7,565. These operations have not been considered for US GAAP purposes. Forward transactions pending settlement shall register as of the trade date under US GAAP.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        The amount of the unrealized gain or loss on available for sale securities, before tax, that have been included in accumulated other comprehensive income is as follows:

Securities
  December 31,
2014
  Increase   Decrease   December 31,
2015
 

Securities issued by Argentine Central Bank

  Ps. (1,047 ) Ps. 1,734   Ps. (677 ) Ps. 10  

Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement

    (16,891 )   17,851     (255 )   705  

Total

  Ps. (17,938 ) Ps. 19,585   Ps. (932 ) Ps. 715  

 

Securities
  December 31,
2013
  Increase   Decrease   December 31,
2014
 

Securities issued by Argentine Central Bank

  Ps.   Ps.   Ps. (1,047 ) Ps. (1,047 )

Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement

    1,435         (18,326 )   (16,891 )

Total

  Ps. 1,435   Ps.     Ps. (19,373 ) Ps. (17,938 )

        The maturities of available for sale securities as of December 31, 2015 are as follows:

 
  December 31, 2015  
Securities
  Within
1 year
  After 1 year
but within
5 years
  After 5 year
but within
10 years
  Total  

Securities issued by Argentine Central Bank

  Ps. 683,043   Ps.   Ps.   Ps. 683,043  

Unlisted corporate bonds

        13,138     1,782     14,920  

Securities receivable under spot and forward purchases pending settlement

    493         1,217     1,710  

Total

  Ps. 683,536   Ps. 13,138   Ps. 2,999   Ps. 699,673  

        In addition, the Group has evaluated whether there was a decline in the value of the security that is other-than temporary as defined by ASC 310-10.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        The table below presents the fair value and the associated gross unrealized losses on AFS debt securities and whether these securities have had gross unrealized losses for less than 12 months or for 12 months or longer as of December 31, 2015 and 2014:

 
  Less than 12 months   Total  
 
  Gross
Unrealized
losses
  Fair Value   Gross
Unrealized
losses
  Fair Value  

December 31, 2015

                         

Securities issued by Argentine Central Bank

 
Ps.

(677

)
 
244,238
 
Ps.

(677

)
 
244,238
 

Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement

    (255 )   3,097     (255 )   3,097  

Total

  Ps. (932 )   247,335   Ps. (932 )   247,335  

 

 
  Less than 12 months   12 months or more   Total  
 
  Gross
Unrealized
losses
  Fair Value   Gross
Unrealized
losses
  Fair Value   Gross
Unrealized
losses
  Fair Value  

December 31, 2014

                                     

Securities issued by Argentine Central Bank

 
Ps.

(1,047

)
 
696,953
 
Ps.

   
 
Ps.

(1,047

)
 
696,953
 

Unlisted corporate bonds and Securities receivable under spot and forward purchases pending settlement

    (14,146 )   332,642     (2,745 )   33,880     (16,891 )   366,522  

Total

  Ps. (15,193 )   1,029,595   Ps. (2,745 )   33,880   Ps. (17,938 )   1,063,475  

        For purposes of determining whether the decline in fair value for these categories of securities qualifies as "other than temporary impairment," the Group has considered the following factors:

    The decline in fair value is not attributable to credit quality. It solely derives from adverse interest rate fluctuations of observable inputs of similar instruments according to their fair value hierarchy.

    Future principal payments will be sufficient to recover the current amortized cost of these investments.

    The Group has the intention to hold these securities at least until their fair value recover to a level that exceeds their amortized cost.

    The extent to which the fair value has been less than the amortized cost is not relevant for these categories of securities.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        As of December 31, 2015 and 2014 the Group has evaluated if an "other than temporary impairment" exists. As a result of its analysis, has determined that the decrease was temporary in nature and no impairment has to be recorded under US GAAP.

        Net income adjustment between Argentine Banking GAAP and US GAAP for the year ended December 31, 2015 and 2014 amounted to Ps. 162 and Ps. 132, respectively. During 2013, there are no results to be recorded under US GAAP.

f.      Vacation Provision

        Following Argentine Banking GAAP, the cost of vacations earned by employees is recorded by the Group when paid.

        US GAAP requires that this expense be recorded on an accrual basis as the vacations are earned.

        Shareholders' Equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2015 and 2014 amounted to Ps. (179,774) and Ps. (166,949), respectively. Net income adjustment as of December 31, 2015, 2014 and 2013 amounted to Ps. (12,825), Ps. (60,988) and Ps. (25,264), respectively.

g.     Derivative Instruments

        The Group enters into derivative transactions, mainly, futures, forward, options and interest rate swaps.

        Under Argentine Banking GAAP futures, forward and options are accounted at fair value and interest rate swap at its notional value. Over this value, the Group agrees to pay a fix interest rate and to receive a floating interest rate. The differences arising between fixed and floating rates of interest rate swaps are settled monthly and are recorded at their net position. This net position is calculated instrument by instrument.

        Under US GAAP, ASC 815 "Derivatives and Hedging" establishes accounting and reporting standards for derivative instruments, including certain ones embedded in other contracts (collectively referred to as derivatives) and for hedging activities.

        The standard requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The Group had no embedded derivatives and does not apply hedge accounting in accordance with FASB ASC 815.

        Under US GAAP, the Group estimates the fair value on the interest rate swaps according with ASC 820 and present derivative instruments on a net basis by counterparty when the right of offset exists.

        There are not shareholders' equity adjustments between Argentine Banking GAAP and US GAAP as of December 31, 2015 and 2014. Net income adjustment between Argentine Banking GAAP and US GAAP for the years ended December 31, 2014 and 2013 amounted to Ps. (519) and Ps. 619, respectively.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        Under US GAAP, FASB ASC 815 also requires additional disclosures, as follows:

 
  December 31,   December 31,  
 
  2015   2014  
Derivatives not designated as hedging instruments
under FASB ASC 815
  Balance sheet
classification(1)
  Fair value   Balance sheet
classification(1)
  Fair value  

Assets derivatives

                     

Foreign exchange contracts

  Other receivables from financial intermediation     34,233   Other receivables from financial intermediation     46,895  

Total assets derivatives

        34,233         46,895  

Liability derivatives

                     

Foreign exchange contracts

  Other liabilities from financial intermediation     37,543   Other liabilities from financial intermediation     113  

Options

 

Other liabilities from financial intermediation

   
 

Other liabilities from financial intermediation

   
483
 

Total liability derivatives

        37,543         596  

(1)
According to Central Bank rules.

        See amounts of gain or (loss) recognized in income on derivatives in Note 25.c.

        The balances disclosed in the table above are presented on gross basis and no offsetting was practiced.

h.     Special Termination Arrangements

        Special termination arrangements are principally postemployment benefits that a group of eligible employees receive during the period between their effective termination date and their retirement age, when they voluntary accepts an irrevocable termination arrangement.

        Under Argentine Banking GAAP, the costs of the special termination arrangement are recorded when paid.

        Under ASC 712 "Special termination benefits" a liability should be recorded and an expense recognized in the period the employees irrevocably accept the offer and the amount of the termination liability is reasonably estimable.

        Shareholders' Equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2015 and 2014 amounted to Ps. (138,925) and Ps. (69,654), respectively. Net income adjustment as of December 31, 2015 and 2014 and 2013 amounted to Ps. (69,271), Ps. (36,772) and Ps. (15,226), respectively.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

i.      Customer Loyalty Programs

        The Group offers reward programs that allow its cardholders to earn points that can be redeemed for a broad range of rewards, including goods and travels among others.

        Under Argentine Banking GAAP, the Group recorded a liability based on the redemptions paid during the last 12 months.

        Under US GAAP the Group establishes a reward liability based upon the points earned that are expected to be redeemed and the average cost per point redeemed. The points to be redeemed are estimated based on past redemption behavior, card product type, and other historical card performance. The liability is reduced as the points are redeemed.

        Shareholders' Equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2015 and 2014 amounted to Ps. (28,096) and Ps. (49,190), respectively. Net income adjustment as of December 31, 2015, 2014 and 2013 amounted to Ps. 21,094, Ps. (22,843) and Ps. (14,690), respectively.

j.      Credit Card Loans—Imputed Interest

        As of December 31, 2015 and 2014, the Group has granted credit card loans with zero interest rates or preferential interest rates. Under Argentine Banking GAAP, the Group has recorded the investment at the amount granted without consideration of the market interest rate involved in the transaction.

        Under US GAAP, ASC 835-30 establishes a method to determine the interest rate corresponding to these types of transactions. This Standard provides guidance for the appropriate accounting when the face amount of an account receivable does not reasonably represent the present value of the consideration given or received in the exchange.

        The objective is to approximate the interest rate for an account receivable that would have resulted if an independent borrower and an independent lender had negotiated a similar transaction under comparable terms and conditions with the option to pay the cash price upon purchase for the amount of the purchase that bears the prevailing rate of interest to maturity.

        Shareholders' Equity adjustment between Argentine Banking GAAP and US GAAP as of December 31, 2015 and 2014 amounted to Ps. (110,129) and Ps. (34,354), respectively. Net income adjustment for the years ended December 31, 2015, 2014 and 2013 amounted to Ps. (75,775), Ps. 3,693 and Ps. (21,197), respectively.

k.     Deferred Income Tax

        Argentine Central Bank regulations do not require the recognition of deferred tax assets and liabilities and, therefore, income taxes for Banco Supervielle and Cordial Compañía Financiera S.A. are recognized on the basis of amounts due in accordance with Argentine tax regulations. However, Grupo Supervielle and Grupo Supervielle's non-bank subsidiaries apply the deferred income tax method. As a

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

result, Grupo Supervielle and its non-banking subsidiaries have recognized a deferred tax asset as of December 31, 2015 and 2014.

        In addition, the Group records as an asset the credit related with Minimum Presumed Income Tax amounting to Ps. 6,247 and Ps. 6,370 as of December 31, 2015 and 2014, respectively. The MPIT credit will be computable as a down payment of any income tax excess over minimum notional income tax through the next ten years.

        For purposes of US GAAP reporting, the Bank and Cordial Compañía Financiera S.A. apply FASB ASC 740 "Income Taxes". Under this method, income taxes recognized using the liability method whereby deferred tax assets and liabilities are recorded for temporary differences between the financial reporting and their respective tax basis. Deferred tax assets are also recognized if it is more likely than not those assets will be realized.

        Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recorded or settled. The effect of a change in tax rates is recognized in income in the period when enacted. A valuation allowance is recognized for that component of net deferred tax assets which is "more likely than not" that it will not be realized. Under this pronouncement, an enterprise must use judgment in considering the relative impact of negative and positive evidence to determine if a valuation allowance is needed or not.

        As of December 30, 2015 and 2014, and based on the analysis performed on the realizability of the deferred tax assets, the Group believes that is more likely than not that it will recover all the temporary differences and no portion of the net operating tax loss carryforward with future taxable income and, therefore, a valuation allowance was provided against the net operating tax loss carryforward based on the taxable income projections.

        Legal entities in Argentina file their individual tax returns with the tax authority and consolidation of tax returns are not permitted. Consequently, deferred tax assets, deferred tax liabilities, and valuation allowances are determined based on the individual positions of each legal entity.

        As such, the US GAAP adjustment included: a) Deferred Income Taxes for banking companies not recorded for local purposes and; b) tax effects on the US GAAP adjustments including in the reconciliation.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        Deferred tax assets (liabilities) are summarized as follows:

 
  December 31, 2015  
 
  ASC 740-10 applied to
Argentine Banking
GAAP balances
  ASC 740-10 applied
to US GAAP
adjustments
  ASC 740-10
Total
 

Deferred tax assets

                   

Loan loss reserves

  Ps. 92,347   Ps. (5,482 ) Ps. 86,865  

Loans origination fees and cost

        18,923     18,923  

Provisions

    29,372     121,378     150,750  

Transfer of Financial Assets

        36,691     36,691  

Credit Card Loans—Imputed Interest

        38,545     38,545  

Financial Guarantees

        3,373     3,373  

Loss carry forward

    100,504         100,504  

  Ps. 222,223   Ps. 213,428   Ps. 435,651  

Deferred tax liabilities

   
 
   
 
   
 
 

Fixed Assets

  Ps. 20,998   Ps. (7,115 ) Ps. 13,883  

Intangible assets

    13,607     (6,819 )   6,788  

Others

        353     353  

  Ps. 34,605   Ps. (13,581 ) Ps. 21,024  

Net deferred income tax asset before valuation allowance

 
Ps.

187,618
 
Ps.

227,009
 
Ps.

414,627
 

Valuation allowance

    (100,504 )       (100,504 )

Net deferred income tax assets

  Ps. 87,114   Ps. 227,009   Ps. 314,123  

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)


 
  December 31, 2014  
 
  ASC 740-10 applied to
Argentine Banking
GAAP balances
  ASC 740-10 applied
to US GAAP
adjustments
  ASC 740-10
Total
 

Deferred tax assets

                   

Loan loss reserves

  Ps. 63,033   Ps. 11,685   Ps. 74,718  

Intangible Assets

        8,701     8,701  

Loans origination fees and cost

        17,434     17,434  

Provisions

    19,076     100,028     119,104  

Transfer of Financial Assets

        26,909     26,909  

Government securities and other investments

        6,232     6,232  

Credit Card Loans—Imputed Interest

        12,024     12,024  

Other

    1,416         1,416  

Loss carry forward

    92,430         92,430  

  Ps. 175,955   Ps. 183,013   Ps. 358,968  

Deferred tax liabilities

   
 
   
 
   
 
 

Fixed Assets

  Ps. 20,391   Ps. (5,743 ) Ps. 14,648  

Intangible assets

    11,413     10,865     22,278  

Others

        476     476  

  Ps. 31,804   Ps. 5,598   Ps. 37,402  

Net deferred income tax asset before valuation allowance

 
Ps.

144,151
 
Ps.

177,415
 
Ps.

321,566
 

Valuation allowance

    (92,430 )       (92,430 )

Net deferred income tax assets

  Ps. 51,721   Ps. 177,415   Ps. 229,136  

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        The following table reconciles the statutory income tax rate in Argentina to the Group´s effective tax rate calculated on the basis of US GAAP for the years ended December 31, 2015, 2014 and 2013:

 
  December 31,  
 
  2015   2014   2013  

Pre-tax income in accordance with US GAAP(a)

  Ps. 931,395   Ps. 531,348   Ps. 551,225  

Statutory income tax rate

    35 %   35 %   35 %

Tax on net income at statutory rate

  Ps. 325,988   Ps. 185,972   Ps. 192,929  

Permanent tax differences

   
(78,743

)
 
11,392
   
(43,474

)

Changes in valuation allowance

    8,074     32,470     2,955  

Income tax in accordance with US GAAP

  Ps. 255,319   Ps. 229,834   Ps. 152,410  

(a)
Includes pre-tax income of trusts that are consolidated under US GAAP, as described in Note 35.I.d.

        ASC 740-10 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition for uncertain tax positions taken or expected to be taken in a tax return. As of December 31, 2015 and 2014, there were no uncertain tax positions.

        The following table shows the tax years open for examination as of December 31, 2015, in which the Group's operate:

Jurisdiction
  Tax year  

Argentina

    2011 - 2015  

l.      Accounting for guarantees

        The Bank issues financial guarantees, which are obligations to pay to a third party when a customer fails to repay its obligation.

        Under Central Bank rules, guarantees issued are recognized as liabilities when it is probable that the obligation undertaken by the guarantor will be performed.

        Under US GAAP, FASB ASC 460 "Guarantees" requires that at inception of a guarantee, a guarantor recognize a liability for the fair value of the obligation undertaken in issuing the guarantee. Such liability at inception is deemed to be the fee received by the Group with an offsetting entry equal to the consideration received. Subsequent reduction of liability is based on an amortization method as the Group is decreasing its risk. As of December 31, 2015 and 2014, the fair value of the guarantees less the estimated proceeds from collateral amounted to Ps. (9,637) and Ps. 1,360, respectively. Net income adjustment as of December 31, 2015, 2014 and 2013 amounted to Ps. (10,997), Ps. 1,819 and Ps. 669, respectively.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

m.    Non-controlling Interest

        Argentine Banking GAAP requires to record non-controlling interests as a component of the liabilities. Under US GAAP, FASB ASC 810 requires to record such interests as shareholders' equity. As consequence, consolidated net income and comprehensive income are reported with separate disclosure of the amounts attributable to the parent company and to the non-controlling interest. The non-controlling interest in accordance with Argentine Banking GAAP has been eliminated for US GAAP reconciliation purposes. Also, non-controlling interest under US GAAP reflects the effect in non-controlling interest of all the other US GAAP adjustments discussed.

        Had US GAAP been applied, the Group's shareholder's equity would increase by Ps. 15,161 and Ps. 12,586 at December 31, 2015 and 2014, respectively. In addition, income for the fiscal years ended at December 31, 2015, 2014 and 2013 would have increased by Ps. 3,558, Ps. 3,589 and Ps. 2,759, respectively.

II.    Additional disclosure requirements:

a)    Comprehensive income

        "Reporting Comprehensive Income" ASC 220 establishes standards for reporting and the display of comprehensive income and its components (revenues, expenses, gains and losses) in the financial statements. Comprehensive income is the total of net income and all transactions, and other events and circumstances from non-owner sources.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        The following disclosure presents the Comprehensive Income according to ASC 220, for the years ended December 31, 2015, 2014 and 2013:

 
  December 31,  
 
  2015   2014   2013  

Income Statement

                   

Financial income

  Ps. 7,496,156   Ps. 5,296,705   Ps. 3,694,086  

Financial expenses

    (3,809,350 )   (2,758,644 )   (1,748,570 )

Gross financial margin—gain

    3,686,806     2,538,061     1,945,516  

Loan Loss provisions

    (532,191 )   (462,800 )   (318,023 )

Services fee income

    2,662,219     2,107,675     1,669,730  

Services fee expense

    (759,367 )   (635,087 )   (352,576 )

Administrative expenses

    (4,454,857 )   (3,136,877 )   (2,445,980 )

Subtotal—Income from financial transactions

    602,610     410,972     498,667  

Income from insurance activities

    175,947          

Miscellaneous income

    367,165     201,790     136,632  

Miscellaneous losses

    (214,327 )   (81,414 )   (84,074 )

Income before tax

    931,395     531,348     551,225  

Income Tax

    (255,319 )   (229,834 )   (152,410 )

Net income under US GAAP

  Ps. 676,076   Ps. 301,514   Ps. 398,815  

Less: Net Income attributable to the Non-controlling Interest. 

   
(57,722

)
 
(20,865

)
 
(23,716

)

Net Income attributable to the Group

  Ps. 618,354   Ps. 280,649   Ps. 375,099  

(a)
includes net income from participation in Financial Trust consolidated under US GAAP

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

Comprehensive income

 
  December 31,  
 
  2015   2014   2013  

Net income for the year

  Ps. 676,076   Ps. 301,514   Ps. 398,815  

Other comprehensive income:

                   

Gross unrealized (loss) / gain, net

    18,653     (19,373 )   5,630  

Estimated tax benefit / (loss) on unrealized (loss) / gain on available for sale securities

    (6,529 )   6,781     (1,971 )

Unrealized (loss) / gain, net of tax

    12,124     (12,592 )   3,660  

Comprehensive income

    688,200     288,922     402,474  

Less: Other comprehensive income attributable to non-controlling interest

    (983 )   1,021     (297 )

Less: Comprehensive income attributable to non-controlling interest

    (57,722 )   (20,865 )   (23,716 )

Comprehensive income attributable to the Group

  Ps. 629,495   Ps. 269,078   Ps. 378,461  

 

 
  December 31,  
 
  2015   2014   2013  

Unrealized net (loss) / gains—Available for sale securities

  Ps. 715   Ps. (17,938 ) Ps. 1,435  

Estimated tax benefits / (loss) on unrealized net gains on available for sale securities

    (250 )   6,278     (502 )

Accumulated other comprehensive income, net

  Ps. 465   Ps. (11,660 ) Ps. 933  

b)    Statements of Income and Balance Sheets

        The presentation of financial statements according to the Argentine Banking GAAP differs significantly from the format required by the SEC under Rules 210.9 to 210.9-07 of Regulation S-X

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

(Article 9). The income statements presented below disclose the categories required by Article 9 using Argentine Banking GAAP:

 
  December 31,  
 
  2015   2014   2013  

Interest income

                   

Interest and fees on loans

  Ps. 5,733,880   Ps. 3,885,006   Ps. 2,383,480  

Interest and dividends on investment securities taxable

    689,472     663,669     422,849  

Interest on other receivables from financial transactions

    273,657     97,285     128,977  

  Ps. 6,697,009   Ps. 4,645,960   Ps. 2,935,306  

Interest expense

                   

Interest on deposits

    2,173,450     1,558,807     817,212  

Interest on short-term liabilities from financial intermediation

    518,164     359,299     218,470  

Interest on long-term liabilities from financial intermediation

    81,282     63,742     37,184  

  Ps. 2,772,896   Ps. 1,981,848   Ps. 1,072,866  

Net interest income

  Ps. 3,924,113   Ps. 2,664,112   Ps. 1,862,440  

Provision for loan losses, Net of reversals

   
483,645
   
282,339
   
307,744
 

Net interest income after provision for loan losses

  Ps. 3,440,468   Ps. 2,381,773   Ps. 1,554,696  

Non-interest income

                   

Service charges on deposit accounts

  Ps. 678,531   Ps. 531,892   Ps. 388,529  

Credit-card service charges and fees

    769,446     473,022     369,249  

Other commissions

    881,083     677,480     452,628  

Loans related commissions

    506,648     414,162     513,790  

Income from equity in other companies

    3     274      

Foreign exchange, net

    44,735     105,392     94,873  

Other

    482,910     190,827     127,912  

Total non-interest income

  Ps. 3,363,356   Ps. 2,393,049   Ps. 1,946,981  

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)


 
  December 31,  
 
  2015   2014   2013  

Non-interest expense

                   

Commissions

  Ps. 365,847   Ps. 307,017   Ps. 177,781  

Personnel expenses

    2,767,111     1,982,234     1,483,854  

Fees and external administrative services

    246,061     145,935     106,502  

Depreciation of premises and equipment

    56,637     43,308     35,989  

Renting

    148,381     120,869     86,038  

Electricity and communications

    101,009     82,769     70,514  

Advertising and publicity

    314,295     239,075     191,185  

Taxes

    1,101,813     315,564     429,319  

Amortization of other intangibles

    92,431     66,897     55,844  

Loss from equity in others companies

            76  

Repair maintenance and conservation

    147,845     110,061     82,236  

Insurance

    14,204     12,646     10,184  

Security Services

    95,751     70,715     52,937  

Other Provisions and reserves

    23,863     16,894     36,284  

Other

    362,173     664,241     185,327  

Stationary and supplies

    29,055     20,886     16,296  

Total non-interest expense

  Ps. 5,866,476   Ps. 4,199,111   Ps. 3,020,366  

Income before tax expense

    937,350     575,711     481,311  

Income tax expense

    247,161     199,084     97,765  

Net Income attributable to Parent Company

  Ps. 690,189   Ps. 376,627   Ps. 383,546  

Net Income attributable to non-controlling interest

  Ps. 16,080     13,707     10,556  

Net Income

  Ps. 674,109   Ps. 362,920   Ps. 372,990  

        Argentine Banking GAAP also requires certain classifications of assets and liabilities, which are different from those required by Article 9. The following balance sheet presents Grupo Supervielle's

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

balance sheet as of December 31, 2015 and 2014, as if they had followed Article 9 balance sheet disclosure requirements using Argentine Banking GAAP.

 
  December 31,  
 
  2015   2014  

Assets

             

Cash and due from banks

  Ps. 1,845,740   Ps. 1,250,818  

Interest bearing deposits in other Banks

    4,962,851     2,398,266  

Trading account assets

    240,635     272,372  

Available for sale securities(*)

    691,246     1,119,121  

Loans

    20,155,240     14,654,680  

Allowances for loan losses

    (632,704 )   (424,137 )

Loans, net

    27,263,008     14,230,543  

Other receivables from financial transactions

    1,433,902     1,351,967  

Miscellaneous receivables

    621,808     382,814  

Premises and equipment

    193,474     175,606  

Intangible Assets—Goodwill

    40,759     49,762  

Intangible Assets—Other

    211,197     165,805  

Other assets

    3,281,669     1,844,120  

Total assets

  Ps. 33,045,817   Ps. 23,241,194  

 

 
  December 31,  
 
  2015   2014  

Liabilities and Shareholders' Equity:

             

Noninterest bearing Deposits

  Ps. 5,894,809   Ps. 3,702,575  

Interest bearing Deposits

    17,821,768     13,047,605  

Short-term borrowing

    1,578,811     728,263  

Other liabilities

    64,035     230,242  

Amounts payable for spot and forward purchases pending settlement

    12,328     200,482  

Other liabilities from financial transactions

    1,812,467     1,498,448  

Long-term debt

    1,874,942     1,095,073  

Other Liabilities

    1,478,658     926,984  

Contingent liabilities

    63,459     49,786  

Total Liabilities

  Ps. 30,601,277   Ps. 21,479,458  

Total Parent Company shareholders' equity

    2,373,710     1,706,986  

Non-controlling Interest

    70,830     54,750  

Total liabilities and shareholders' equity

  Ps. 33,045,817   Ps. 23,241,194  

(*)
The carrying value and market value of securities classified into "available-for-sale securities" have been mentioned in note 35.1.e. This line includes Ps. 773 corresponding to restricted investments.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        In the following table is a description of total loans by categories:

 
  December 31,   December 31,  
 
  2015   2014  

Financial Sector

    382,950     2 %   307,748     2 %

Services

    1,209,314     6 %   776,698     5 %

Primary Products

    1,693,040     8 %   1,538,741     11 %

Consumer

    11,972,213     59 %   7,825,599     53 %

Retail Trade

    302,329     2 %   527,568     4 %

Construction

    1,511,643     8 %   923,245     6 %

Manufacturing

    1,592,264     8 %   1,465,469     10 %

Other

    1,491,487     7 %   1,289,612     9 %

Total

    20,155,240     100 %   14,654,680     100 %

c)     Fair Value Measurements Disclosures

        ASC 820 -10 defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements about fair-value measurements. ASC 820 -10, among other things, requires the Group to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

        In addition, ASC 825 -10 provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments and written loan commitments not previously recorded at fair value. Under ASC 825 -10, fair value is used for both the initial and subsequent measurement of the designated assets, liabilities and commitments, with the changes in fair value recognized in net income. As a result of ASC 825 -10 analyses, the Group has not elected to apply fair value accounting for any of its financial instruments not previously carried at fair value.

Fair Value Hierarchy

        ASC 820 -10, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

        ASC 820-10 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

    Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

    Level 2—inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

      Level 2—inputs include the following:

              a)    Quoted prices for similar assets or liabilities in active markets;

              b)    Quoted prices for identical or similar assets or liabilities in non-active markets;

              c)     Pricing models whose inputs are observable for substantially the full term of the asset or liability; and

              d)    Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means

    Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement.

        A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Determination of Fair Value

        The Group identified and categorized different assets and liabilities measured at fair value in accordance with the requirements of FASB ASC 820.

        Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, fair value is based upon internally developed models that use primarily market-based or independently-sourced market parameters, including interest rate yield curves, option volatilities and currency rates. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality, the Group's creditworthiness, liquidity and unobservable parameters that are applied consistently over time.

        The Group believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

        The following section describes the valuation methodologies used by the Group to measure various financial instruments at fair value, including an indication of the level in the fair-value hierarchy in which each instrument is generally classified. Where appropriate, the description includes details of the valuation models, the key inputs to those models as well as any significant assumptions.

Description of the measurement processes

        The Group uses fair value to measure certain assets and liabilities on a recurring basis when fair value is the primary measure for accounting. This is done primarily for government and private securities (debt instruments issued by National Government and Central Bank and other) classified as available for sale or trading account, forward transactions pending settlement and derivatives (forward transactions without delivery of underlying assets and interest rate swaps).

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

Assets

Government and corporate securities

        Investment securities: as quoted market prices are available in an active market, securities are classified within level 1 of the valuation hierarchy. Level 1 securities include national and government bonds, instruments issued by BCRA and corporate securities. In addition, if market prices are not available quoted prices for similar assets in active markets have been used and the securities were classified as Level 2 of the valuation hierarchy.

Derivatives Financial Instruments

        Forward transactions traded in Self-Regulated markets are made through recognized exchange markets, such as MAE and ROFEX. Therefore, they are classified in Level 1 of the fair-value hierarchy.

        Interest rate swap transactions: if market prices and quoted prices for similar assets in active markets are not available the Group has been used the "income approach", estimating the fair values based on their own assumptions, which were developed based on similar assumptions to those used by who would use any market participant. For this approach, we used discounted cash flow methodology and the securities were classified as Level 3 of the valuation hierarchy. The Group has not changed the methods and assumptions used to estimate the fair value of financial instruments at the closing date of these consolidated financial statements.

        In addition, the Group's valuation policies and procedures for Level 3 instruments are under the direction of the accounting and financial management. The Management is in charge of developing, reviewing, approving and monitoring the key model inputs, critical valuation assumptions and proposed discount rates utilized for the valuation of Level 3 instruments. In addition, the Management is also in charge of monitoring the changes in fair values of Level 3 instruments from period to period.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

Items measured at fair value on a recurring basis

        The following table presents the financial instruments carried at fair value as of December 31, 2015 and 2014, under US GAAP:

Balances as of December 31, 2015
  Total
fair value
  Quoted market
prices in active
markets—Level 1
  Internal models
with significant
observable
market
parameters—
Level 2
  Internal models
with significant
unobservable
markets
parameters—
Level 3
 

Assets

                         

Government and corporate securities

                         

Holdings of trading securities

  Ps. 181,305   Ps. 181,305   Ps.   Ps.  

Unlisted Government securities              

    11,008     11,008          

Investments in listed corporate securities          

    691,577     691,577          

Securities issued by the Argentine Central Bank(*)

                         

Other receivables from financial intermediation

                         

Derivative instruments

    34,233     34,233          

Securities receivable under spot and forward purchases pending settlement

    1,216     1,216          

Unlisted corporate bonds

    15,414     15,414          

  Ps. 934,753   Ps. 934,753   Ps.   Ps.  

Liabilities

                         

Securities to be delivered under spot and forward sales pending settlement

  Ps. 62,698   Ps. 62,698   Ps.   Ps.  

Derivative instruments

    37,543     37,543          

  Ps. 100,241   Ps. 100,241   Ps.   Ps.  

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)


Balances as of December 31, 2014
  Total
fair value
  Quoted market
prices in active
markets—Level 1
  Internal models
with significant
observable
market
parameters—
Level 2
  Internal models
with significant
unobservable
markets
parameters—
Level 3
 

Assets

                         

Government and corporate securities

                         

Holdings of trading securities          

  Ps. 98,656   Ps. 98,656   Ps.   Ps.  

Unlisted Government securities          

    1     1          

Investments in listed corporate securities              

    173,715     173,715              

Securities issued by the Argentine Central Bank(*)

    696,953     696,953          

Other receivables from financial intermediation

                         

Derivative instruments

    46,895     46,895          

Securities receivable under spot and forward purchases pending settlement

    186,591     186,591          

Unlisted corporate bonds

    179,931     179,931          

  Ps. 1,382,742   Ps. 1,382,742   Ps.   Ps.  

Liabilities

                         

Securities to be delivered under spot and forward sales pending settlement

  Ps. 60,903   Ps. 60,903   Ps.   Ps.  

Derivative instruments

    596     596          

  Ps. 61,499   Ps. 61,499   Ps.   Ps.  

(*)
"Securities issued by the Argentine Central Bank" includes a reverse repo transaction operation for an amount of Ps. 37,840 that it is adjusted in Note 35.II.f. "Repurchase agreements".

        As of December 31, 2015 and 2014 there are not assets and liabilities recording at fair value on a non-recurring basis.

        As of December 31, 2015 and 2014, the Group has not made transfers in or out of Level 1, Level 2, and Level 3.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        The following is the reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year:

 
  Fair value measurements
using significant
unobservable inputs
(Level 3)
December 31, 2014
 
Description
  Derivatives  

Balance at December 31, 2013

    519  

Total gains or losses

    (519 )

—Included in earnings (or changes in net assets)

    (519 )

Balance at December 31, 2014

     

d)    Disclosure about Fair Value of Financial Instruments.

        ASC 825, "Disclosures about Fair Value of Financial Instruments" requires disclosures of estimates of fair value of financial instruments. These estimates were made as of December 31, 2015 and 2014. Because many of the Group's financial instruments do not have a ready trading market from which to determine fair value, the disclosures are based upon estimates regarding economic and current market conditions and risk characteristics. Such estimates are subjective and involve matters of judgment and, therefore, are not precise and may not be reasonably comparable to estimates of fair value for similar instruments made by other financial institutions.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        The estimated fair values do not include the value of assets and liabilities not considered financial instruments.

 
  December 31,    
   
   
 
 
  2015    
   
   
 
 
  Book Value   Fair Value   Level 1   Level 2   Level 3  

Non derivative activities

                               

Assets

                               

Cash and due from banks(1)

  Ps. 6,808,591   Ps. 6,808,591     6,808,591          

Government and Corporate securities(2)(*)          

    883,559     883,890     883,890          

Loans and leases(3)

    21,223,238     21,784,863             21,784,863  

Others(**)(4)

    2,462,037     2,497,307     2,451,059         46,248  

Liabilities

   
 
   
 
   
 
   
 
   
 
 

Deposits(5)

  Ps. 23,716,577   Ps. 23,900,039             23,900,039  

Other liabilities from financial transactions(6)

    2,741,338     2,741,338     2,741,338          

Negotiable obligations(7)

    2,537,210     2,547,350             2,547,350  

Others(8)

    1,478,658     1,478,658     1,478,658          

(*)
"Government and Corporate securities" includes an adjustment related to forward transactions pending settlement for an amount of Ps. 48,322 that have been adjusted for US GAAP purposes.

(**)
"Assets—Others" include forward transactions pending settlement for an amount of Ps. 8,250 that have been adjusted for US GAAP purposes.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)


 
  December 31,    
   
   
 
 
  2014    
   
   
 
 
  Book Value   Fair Value   Level 1   Level 2   Level 3  

Non derivative activities

                               

Assets

                               

Cash and due from banks(1)

  Ps. 3,649,084   Ps. 3,649,084     3,649,084          

Government and Corporate securities(2)(*)          

    1,008,080     1,007,165     1,007,165          

Loans and leases(3)

    15,180,426     15,774,149             15,774,149  

Others(4)

    2,268,083     2,298,434     2,251,192         47,242  

Liabilities

   
 
   
 
   
 
   
 
   
 
 

Deposits(5)

  Ps. 16,892,730   Ps. 17,184,702             17,184,702  

Other liabilities from financial transactions(6)

    2,158,472     2,158,472     2,158,472          

Negotiable obligations(7)

    1,363,794     1,427,146             1,427,146  

Others(8)

    926,984     926,984     926,984          

(*)
"Government and Corporate securities" includes a reverse repo transaction operation for an amount of Ps. 37,840 that it is adjusted in Note 35.II.f. "Repurchase agreements".

        The following is a description of the estimating techniques applied:

            (1)   Cash and due from banks:    By definition, cash and due from banks are short-term and do not possess credit risk. The carrying values as of December 31, 2015 and 2014 are a reasonable estimate of fair value.

            (2)   Government and Corporate securities:    When available, the Group uses quoted market prices to determine the fair value. If market prices are not available, quoted prices for similar assets in active markets have been used to calculate the fair value.

            (3)   Loans:    The fair values of loans are estimated for groups with similar characteristics, including type of loan, credit quality incorporating the credit risk factor. For floating- or adjustable-rate loans, which mature or are repriced within a short period of time, the carrying values are considered to be a reasonable estimate of fair values. For fixed-rate loans, market prices are not generally available and the fair values are estimated discounting the estimated future cash flows based on the contracted maturity of the loans. The discount rates are based on the current market rates corresponding to the applicable maturity. For non-performing loans, the fair values are generally determined on an individual basis by discounting the estimated future cash flows and may be based on the appraisal value of underlying collateral as appropriate. The fair value of "loans" is classified as Level 3 of the valuation hierarchy where significant unobservable inputs were used to calculate the fair value. The valuation technique used to obtain the fair value was an income approach using discounted cash flows. No changes in the valuation technique took place during the year.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

            (4)   Others:    Includes other receivables from financial transactions and equity investments in other companies. This caption also includes financial trusts certificates of participation the fair value of which is estimated using valuation techniques to convert the future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The estimate of the cash flows is based on the future cash flows from the securitized assets, considering prepayments, historical loan performance, etc. Equity investments in companies where significant influence is exercised are not within the scope of ASC 825, Financial Instruments. Equity investments in other companies are carried at market value less costs to sell.

            (5)   Deposits:    The fair value of deposit liabilities on demand and savings account deposits is similar to its book value. The fair value of time deposits was calculated by discounting contractual cash flows using current market rates for instruments with similar maturities.

            (6)   Other liabilities from financial transactions:    Includes credit lines borrowed under different credit arrangements. As of December 31, 2015 and 2014, when no quoted market prices were available, the estimated fair value has been calculated by discounting the contractual cash flows of these liabilities at estimated market rates.

            (7)   Negotiable obligations:    As of December 31, 2015 and 2014, the fair value of the negotiable obligations was determined based on quoted market prices and when no quoted market prices were available, the estimated fair value has been calculated by discounting the contractual cash flows of these liabilities at estimated market rates.

            (8)   Others:    Includes other liabilities from financial transactions. Their fair value was estimated at the expected future cash flows discounted at the estimated market rates at year-end.

e)     Segment Reporting

        The Group has disclosed its segment information in accordance with the "Disclosures about Segments of an Enterprise and Related Information" ASC 280-10. Operating segments are defined as components of an enterprise about which separate financial information is available and which is regularly reviewed by the Chief Operating Decision Maker (CODM) in deciding how to allocate resources and in assessing performance. Reportable segments consist of one or more operating segments with similar economic characteristics, distribution systems and regulatory environments. The information provided for Segment Reporting is based on internal reports used by management.

        The Group measures the performance of each of its business segments primarily in terms of net income (i.e., net revenues—or financial income and service fee income, net of financial expenses and service fee expenses—after deducting loan loss provisions and administrative costs directly attributable to the segment). Net income excludes the financial expenses incurred by Grupo Supervielle at the holding level in connection with its funding arrangements (although substantially all the proceeds of such arrangements have been contributed as capital to the subsidiaries through which the segments are operated), as well as transactions between segments, which are reflected under "Adjustments."

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        Income from financial transactions and other segment information are based on Argentine Banking GAAP and are consistent with the presentation of the Group's consolidated financial statements.

        The Group operates its business along the following segments:

    Retail Banking:  Through the Bank, we offer our retail customers a full range of financial products and services, including personal loans, deposit accounts, purchase and sale of foreign exchange and precious metals and credit cards, among others.

    Corporate Banking:  Through the Bank, we offer large corporations, medium-sized companies and small businesses a full range of products, services and financial assessment including factoring, leasing, foreign trade finance and cash management.

    Treasury:  The Treasury segment is primarily responsible for the allocation of the Bank's liquidity according to the needs and opportunities of the Retail Banking segment, the Corporate Banking segment and its own needs and opportunities. The Treasury segment implements the Bank's financial risk management policies, manages the Bank's trading desks, distributes treasury products such as debt securities, and develops businesses with wholesale financial and non-financial clients.

    Consumer Finance:  Through CCF and Tarjeta, we offer credit card services and loans to the middle and lower-middle-income sectors. We also offer consumer loans, credit cards and insurance products through an exclusive agreement with Walmart Argentina.

    Insurance:  Through Supervielle Seguros, we offer insurance products, with a focus on life insurance, to targeted customer segments.

    Asset Management & Other Services:  We also offer a variety of other services to our customers, including asset management, microcredit financing (through Cordial Microfinanzas), mutual fund products (through SAM) and non-financial products and services (through Espacio Cordial).

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        Below is a table with the information for each segment identified by the Group as of and for the years ended December 31, 2015, 2014 and 2013.

 
  As of December 31, 2015  
 
  (in thousands of pesos)
 
 
  Retail
Banking
  Corporate
Banking
  Treasury   Consumer
Finance
  Insurance   Asset Mgmt &
Other
Services
  Adjustments   Consolidated
Total
 

Financial income

    2,917,135     1,906,335     693,726     1,050,944     22,840     71,084     79,680     6,741,744  

Financial expenses

    (1,514,611 )   (350,635 )   (921,029 )   (529,309 )   (320 )   (30,609 )   (39,537 )   (3,386,050 )

Distribution of Income (Expenses) for Treasury Funds

    664,487     (1,119,721 )   455,234                      

Gross intermediation margin

    2,067,011     435,979     227,931     521,635     22,520     40,475     40,143     3,355,694  

Provision for loan losses

    (299,135 )   (72,108 )       (166,326 )       (6,275 )       (543,844 )

Services Fee Income

    1,953,001     391,853     23,891     573,838         126,596     (233,471 )   2,835,708  

Services Fee Expenses

    (581,199 )   (41,309 )   (6,126 )   (272,132 )       (1,047 )   123,321     (778,492 )

Net Service Fee Income

    1,371,802     350,544     17,765     301,706         125,549     (110,150 )   2,057,216  

Income from Insurance Activities

                    130,607         45,340     175,947  

Direct costs

    (2,076,291 )   (158,438 )   (57,676 )   (638,493 )   (68,183 )   (141,958 )   84,853     (3,056,186 )

Indirect costs

    (812,083 )   (272,994 )   (120,139 )                   (1,205,216 )

Income from financial transactions

    251,304     282,983     67,881     18,522     84,944     17,791     60,186     783,611  

Miscellaneous Income / (Expenses)

    12,610     73,601     5,117     47,893     91     75,023     (60,597 )   153,738  

Non-controlling interests result

                            (16,079 )   (16,079 )

Income Before Income Tax

    263,914     356,584     72,998     66,415     85,035     92,814     (16,490 )   921,270  

Income tax

    (42,137 )   (68,139 )   (21,711 )   (6,734 )   (30,953 )   (33,285 )   (44,202 )   (247,161 )

Net income

    221,777     288,445     51,287     59,681     54,082     59,529     (60,692 )   674,109  

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)


 
  As of December 31, 2014  
 
  (in thousands of pesos)
 
 
  Retail
Banking
  Corporate
Banking
  Treasury   Consumer
Finance
  Insurance   Asset Mgmt &
Other
Services
  Adjustments   Consolidated
Total
 

Financial income

    1,937,182     1,423,849     670,323     730,752     3,632     39,926     (54,312 )   4,751,352  

Financial expenses

    (927,079 )   (234,065 )   (791,792 )   (368,079 )       (20,275 )   (123,236 )   (2,464,526 )

Distribution of Income (Expenses) for Treasury Funds

    547,578     (884,803 )   337,225                      

Gross intermediation margin

    1,557,681     304,981     215,756     362,673     3,632     19,651     (177,548 )   2,286,826  

Provision for loan losses

    (190,169 )   (41,344 )   (631 )   (121,265 )       (3,100 )       (356,509 )

Services Fee Income

    1,479,047     285,945     23,578     389,751         84,291     (99,793 )   2,162,819  

Services Fee Expenses

    (454,645 )   (32,373 )   (9,044 )   (181,917 )       (734 )   68,372     (610,341 )

Net Service Fee Income

    1,024,402     253,572     14,534     207,834         83,557     (31,421 )   1,552,478  

Income from Insurance Activities

                    7,172         1,342     8,514  

Direct costs

    (1,488,219 )   (115,827 )   (41,119 )   (460,366 )   (9,226 )   (82,427 )   59,168     (2,138,016 )

Indirect costs

    (591,563 )   (198,798 )   (85,465 )                   (875,826 )

Income from financial transactions

    312,132     202,584     103,075     (11,124 )   1,578     17,681     (148,459 )   477,467  

Miscellaneous Income / (Expenses)

    42,057     11,921     96     23,770         42,294     (21,894 )   98,244  

Non-controlling interests result

                            (13,707 )   (13,707 )

Income Before Income Tax

    354,189     214,505     103,171     12,646     1,578     59,975     (184,060 )   562,004  

Income tax

    (75,482 )   (61,357 )   (36,807 )   46     765     (21,521 )   (4,728 )   (199,084 )

Net income

    278,707     153,148     66,364     12,692     2,343     38,454     (188,788 )   362,920  

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)


 
  As of December 31, 2013  
 
  (in thousands of pesos)
 
 
  Retail
Banking
  Corporate
Banking
  Treasury   Consumer
Finance
  Insurance   Asset Mgmt &
Other
Services
  Adjustments   Consolidated
Total
 

Financial income

    1,169,765     927,522     381,865     555,804     645     34,436     (24,657 )   3,045,380  

Financial expenses

    (479,588 )   (142,240 )   (431,076 )   (224,108 )   (10 )   (12,291 )   (14,603 )   (1,303,916 )

Distribution of Income (Expenses) for Treasury Funds

    259,543     (553,768 )   294,225                        

Gross intermediation margin

    949,720     231,514     245,014     331,696     635     22,145     (39,260 )   1,741,464  

Provision for loan losses

    (147,482 )   (60,966 )       (139,983 )       (2,104 )       (350,535 )

Services Fee Income

    1,235,833     190,143     17,726     345,705         67,011     (90,759 )   1,765,659  

Services Fee Expenses

    (331,004 )   (19,319 )   (4,406 )   (103,093 )   (7 )   (870 )   37,112     (421,587 )

Net Service Fee Income

    904,829     170,824     13,320     242,612     (7 )   66,141     (53,647 )   1,344,072  

Direct costs

    (1,147,293 )   (74,941 )   (26,891 )   (416,658 )   (475 )   (63,467 )   59,476     (1,670,249 )

Indirect costs

    (416,389 )   (140,745 )   (59,818 )                   (616,952 )

Income from financial transactions

    143,385     125,686     171,625     17,667     153     22,715     (33,431 )   447,800  

Miscellaneous Income / (Expenses)

    4,651     (5,760 )   (823 )   25,655     23     11,925     (2,160 )   33,511  

Non-controlling interests result

                            (10,556 )   (10,556 )

Income Before Income Tax

    148,036     119,926     170,802     43,322     176     34,640     (46,147 )   470,755  

Income tax

    9,438     (27,481 )   (60,056 )   (7,648 )   (63 )   (11,955 )       (97,765 )

Net income

    157,474     92,445     110,746     35,674     113     22,685     (46,147 )   372,990  

f)     Repurchase agreements

        The Group entered into Repo and Reverse Repo agreements of financial instruments as disclose in Note 8.

        In accordance with BCRA Rules, the Group derecognizes the securities transferred under the repurchase agreement and records an asset related to the future repurchase of these securities. Contemporaneously, the Group records a liability related to the cash received in the transaction. As mentioned in Note 3.8, the asset related to securities to be repurchased is measured as the same criteria as the transferred securities.

        Similar treatment applies to reverse repo agreements.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        Under US GAAP, FASB ASC 860 "Transfers and Servicing", these transactions have not qualified as sales and therefore these transactions are recorded as secured financings.

        Had US GAAP been applied, the Group's assets and liabilities would have decreased by approximately Ps. 37,840 as of December 31, 2014, respectively. As of December 31, 2015, the Group had not this type of transactions.

        In addition, the measurement adjustments of those securities are included in Note 35.I.e.

g)     Acceptances

        Under Argentine Banking GAAP, acceptances are accounted for in memorandum accounts, Under US GAAP, third party liability for acceptances should be included in "Other Receivables Resulting from Financial Transactions" representing Group customers' liabilities on outstanding drafts or bills of exchange that have been accepted by the Group. Acceptances should be included in "Other Liabilities from Financial Transactions" representing the Group's liability to remit payment upon the presentation of the accepted drafts or bills of exchange.

        The Group's assets and liabilities would be increased by approximately Ps. 9,515 and Ps. 20,202 had US GAAP been applied as of December 31,2015 and 2014, respectively.

h)    Items in process of collection

        The Group does not give accounting recognition to checks drawn on the Group or other banks, or other items to be collected until such time as the related item clears or is accepted. Such items are recorded by the Group in memorandum accounts, US GAAP, however, account for such items through balance sheet clearing accounts at the time the items are presented to the Group.

        Grupo Supervielle's assets and liabilities would be increased by approximately Ps. 1,133,881 and Ps. 675,173 applying US GAAP at December 31, 2015 and 2014, respectively.

i)     Earnings per share

        Argentine Banking GAAP rules do not require the disclosure of earnings per share or dividends per share.

        Under US GAAP, FASB ASC 260 "Earning Per Share", it is required to present basic per-share amounts (basic EPS) which is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period.

        Diluted earnings per share (diluted EPS) measure the performance if the potential common shares that were dilutive had been issued. Potential common shares are securities that do not have a current right to participate fully in earnings but could do so in the future. No potential common shares exist, and therefore basic and diluted EPS are the same.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        The following table sets forth the computation of basic EPS:

 
  December 31,  
 
  2015   2014   2013  

Earnings per share under US GAAP

                   

Numerator

                   

Net income for the year attributable to the Group net of preferred dividends

  Ps. 626,191,000   Ps. 277,720,875   Ps. 371,207,000  

Denominator

                   

Average number of shares outstanding

    245,770,528     122,885,264     122,885,264  

Net income per common share

                   

Basic and diluted

  Ps. 2.5479   Ps. 2.2600   Ps. 3.0208  

j)     Cash Flow

        The statement of cash flows under Argentine Banking GAAP differs from the statement of cash flows under US GAAP. According to ASC 230, the statement of cash flows for a period shall report net cash provided or used by operating, investing and financing activities.

        The statement of cash flows under US GAAP is shown below:

 
  December 31,  
 
  2015   2014   2013  

Cash and cash equivalents at the beginning of the year

  Ps. 4,236,987   Ps. 3,022,240   Ps. 2,301,029  

Cash and cash equivalents at the end of the period

    7,873,684     4,236,987     3,022,240  

Net increase in cash and cash equivalents

  Ps. 3,636,697   Ps. 1,214,747   Ps. 721,211  

Causes of changes in cash and cash equivalents

                   

Cash Flow from operating activities

   
 
   
 
   
 
 

Net (payments)/collections related to:

                   

Interest received on loans, leases and government securities

   
6,904,085
   
4,079,130
   
3,504,624
 

Interest paid

    (3,025,342 )   (2,041,132 )   (1,288,232 )

Purchases of Trading Securities

    (3,852,865 )   (4,201,780 )   (2,720,096 )

Proceeds from sales of Trading Securities

    3,844,751     4,395,489     2,371,437  

Decrease in Other receivables from financial transactions

    (3,090 )   177,417     (99,435 )

Fees and commissions received

    3,040,982     2,149,487     1,791,367  

Fees and commissions paid

    (4,700,400 )   (3,408,774 )   (2,633,820 )

Increase in intangible assets

    (100,886 )   (75,517 )   (57,710 )

Payments of income tax / minimun presumed income tax

    (389,564 )   (161,893 )   (210,982 )

Net collections / (payments) related to other operating activities

    (133,641 )   (141,885 )   (2,812 )

Net cash provided by operating activities

  Ps. 1,584,030     770,543     654,341  

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

 
  December 31,  
 
  2015   2014   2013  

Cash Flow from investing activities

                   

Net (payments) / collections related to:

                   

          (53,330 )   (44,821 )

Payments to acquire bank premises and equipment

    (105,043 )   1,483     2,019  

Receipts from sales of bank premises and equipment

    140,785     (4,150,991 )   (4,657,513 )

Increase in loans and leases, net

    (6,610,515 )   (5,018,870 )   (1,576,207 )

Purchases of available for sale securities

    (4,651,357 )   5,393,215     2,921,811  

Proceeds from sales of available for sale securities

    5,478,396     (441,294 )   (50,727 )

Payments to acquire miscellaneous assets

    (399,493 )   133,090     8,979  

Receipts from sales of miscellaneous assets

    179,206     (83,432 )   12,838  

Increase in deposits at the Argentine Central Bank

    (190,070 )   (9 )   (4,544 )

Net cash used in investing activities

  Ps. (6,158,091 )   (4,220,138 )   (3,388,165 )

Cash Flow from financing activities

                   

Net (payments) / collections related to:

                   

Proceeds from issuance of unsubordinated negotiable obligations

   
2,038,879
   
528,358
   
549,826
 

Repayment of unsubordinated negotiable obligations

    (884,824 )   (477.889 )   (305.291 )

Increase in deposits, net

    6,764,640     4,017,309     3,479,505  

(Decrease) / Increase in other short term liabilities, net

    (431,672 )   339,350     (337,229 )

Proceeds from issuance of subordinated negotiable obligations

        114,411     170,932  

Financing received from Argentine financial institutions

        (109,930 )   (35,213 )

Payment of dividends

    (7,385 )   (8,343 )   (8,672 )

Payments for debt issue cost

    (4,391 )   (3.541 )   (2.559 )

Cash paid to acquire the non-controlling interest of Cordial Microfinanzas

        (917 )    

Proceeds from debt securities related with consolidated financial trust

    2,090,646     3,303,695     2,072,960  

Repayment of debt securities related with consolidated financial trust

    (1,836,124 )   (3,258,481 )   (2,317,963 )

Net cash provided by financing activities

  Ps. 7,729,769     4,444,022     3,266,296  

Financial income on cash and cash equivalents (including interest and monetary results)

    480,989     220,320     188,738  

Net increase / (decrease) in cash and cash equivalents

  Ps. 3,636,697   Ps. 1,214,747   Ps. 721,211  

(*)
Cash and cash equivalent at the end of the period include "cash and cash equivalent" corresponding to the consolidated financial trust for Ps. 257,182, Ps. 190,807 and Ps. 235,507 as of December 31, 2015, 2014 and 2013, respectively

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        Set forth below is the reconciliation of net income to net cash flows from operating activities, as required by FASB ASC 230:

 
  December 31,  
 
  2015   2014   2013  

Net income for the fiscal year

  Ps. 676,076   Ps. 301,514   Ps. 398,815  

Adjustments to reconcile net income to net cash from operating activities:

   
 
   
 
   
 
 

US GAAP Reconciliation Adjustments

    55,755     72,153     (9,906 )

Income Tax for the fiscal year

    340,306     230,231     151,804  

Amortizations and depreciations

    166,384     121,335     102,852  

Results from equity investments

    (3 )   (1,688 )   76  

Provision for loan losses, net of reversals

    545,101     357,092     382,724  

Non-controlling interests

    (57,722 )   20,862     23,712  

Gain for sale of premises and equipment

    (93,830 )   (2,684 )   (1,056 )

(Decrease) / Increase in interest payable from negotiable obligations and debt securities of financial trust

    42,936     109,708     76,307  

Increase / (Decrease) in government and private securities

    22,392     135,324     (231,748 )

Increase in interest receivable from Loans

    (149,055 )   (281,599 )   (118,824 )

Decrease / (Increase) in other receivable from financial intermediation

    123,649     (243,246 )   (107,028 )

Increase from miscellaneous assets

    (222,802 )   (356,306 )   (202,620 )

Increase in balances from forward transactions without delivery of underlying asset

    12,662     (46,895 )   (177 )

Increase from intangible assets

    (138,122 )   (75,517 )   (57,710 )

Increase in interest payable from Deposits

    78,013     48,960     35,782  

Increase of miscellaneous liabilities

    483,692     477,790     247,016  

Decrease in Taxes Payables

    (289,587 )   (115,500 )   (103,761 )

Net increase in other sources of cash

    (11,815 )   19,009     68,084  

Net cash provided by operating activities

  Ps: 1,584,030   Ps. 770,543   Ps. 654,342  

k)    Summarized financial information of subsidiaries not consolidated under Argentine Banking GAAP

        The Company maintains a 97% ownership in Viñas del Monte, which operates a wine producer, Under Argentine Banking GAAP the investment in Viñas del Monte is reflected under the caption "Unlisted equity investments" in the Company's balance sheet. Under US GAAP, Viñas del Monte operations are required to be consolidated.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        Presented below is the summarized balance sheet as of December 31, 2015 and 2014 and statement of income for the years ended December 31, 2015 and 2014 of Viñas del Monte:

 
  December 31,   December 31,  
 
  2015   2014  

Receivables

    24     24  

Other receivables

    1,643     1,359  

Inventories

    2,181     1,741  

Fixed assets

    2,944     3,154  

Total Assets

  Ps. 6,792   Ps. 6,278  

Commercial liabilities

  Ps. 170   Ps. 15  

Financial liabilities

    2,765     4,335  

Other liabilities

    261     120  

Total Liabilities

  Ps. 3,196   Ps. 4,470  

Shareholders' Equity

  Ps. 3,596   Ps. 1,808  

Total Liabilities and Shareholders' Equity

  Ps. 6,792   Ps. 6,278  

 

 
  December 31,  
 
  2015   2014   2013  

Revenues

  Ps. 2,588   Ps. 1,447   Ps. 2,715  

Cost

    (2,819 )   (2,250 )   (2,880 )

Gross Loss

  Ps. (231 ) Ps. (803 ) Ps. (165 )

Selling expenses

    (87 )   (56 )   (42 )

Administrative expenses

    (531 )   (465 )   (499 )

Subtotal

  Ps. (849 ) Ps. (1,324 ) Ps. (706 )

Financial results, net

    (1,363 )   (841 )   (489 )

Other income, net

        5      

Net Loss Before Tax Expenses

  Ps. (2,212 ) Ps. (2,160 ) Ps. (1,195 )

Income Tax Expense

            67  

Net Income

  Ps. (2,212 )   (2,160 )   (1,128 )

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

l)     New authoritative pronouncements

        During 2014 and 2015, the FASB has issued Accounting Standards Updates. Those updates applicable for the Group are mentioned below:

ASU No. 2014-09

        In May 2014, the FASB issued the Accounting Standard Update No. 2014-09 "Revenue from Contracts with Customers (Topic 606)". The guidance in this update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts).

        The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

        ASU No. 2015-14 defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period.

        All other entities should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019.

        Grupo Supervielle is in the process of evaluating the impact of adopting this ASU.

ASU No. 2014-13

        In August 2014, the FASB issued de Accounting Standards Update No. 2014-13 "Consolidation" (Topic 810). After transition, the amendments in this Update apply to a reporting entity that is required to consolidate a collateralized financing entity under the Variable Interest Entities Subsections of Subtopic 810-10 when (1) the reporting entity measures all of the financial assets and the financial liabilities of that consolidated collateralized financing entity at fair value in the consolidated financial statements based on other Topics and (2) the changes in the fair values of those financial assets and financial liabilities are reflected in earnings.

        The amendments in this Update are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. For entities other than public business entities, the amendments in this Update are effective for annual periods ending after December 15, 2016, and interim periods beginning after December 15, 2016. Early adoption is permitted as of the beginning of an annual period.

        The Group concluded this ASU has not any significant effect in the US GAAP disclosures and financial information.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

ASU No. 2014-16

        In November 2014, the FASB issued ASU No. 2014-16 "Derivatives and Hedging (Topic 815)". The amendments in this Update apply to all entities that are issuers of, or investors in, hybrid financial instruments that are issued in the form of a share.

        The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. That is, an entity will continue to evaluate whether the economic characteristics and risks of the embedded derivative feature are clearly and closely related to those of the host contract, among other relevant criteria. The amendments clarify how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Specifically, the amendments clarify that an entity should consider all relevant terms and features' including the embedded derivative feature being evaluated for bifurcations in evaluating the nature of the host contract. Furthermore, the amendments clarify that no single term or feature would necessarily determine the economic characteristics and risks of the host contract. Rather, the nature of the host contract depends upon the economic characteristics and risks of the entire hybrid financial instrument.

        The amendments in this Update are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. Early adoption, including adoption in an interim period, is permitted. If an entity early adopts the amendments in an interim period, any adjustments shall be reflected as of the beginning of the fiscal year that includes that interim period.

        The impact of this ASU has not any significant effect in the US GAAP disclosures and financial information for the Group. The amendments in this Update do not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required.

ASU No. 2015-02

        During February 2015, the FASB issued the Accounting Standards Update No. 2015-02 "Consolidation (Topic 810): Amendments to the Consolidation Analysis". The amendments affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments:

               I.  Modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities.

              II.  Eliminate the presumption that a general partner should consolidate a limited partnership.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

            III.  Affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships.

        The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and for interim periods within fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period.

        The impact of this Update has not any significant effect in the US GAAP disclosures and financial information.

ASU No. 2015-03

        During April 2015, the FASB issued the Accounting Standards Update No. 2015-03 "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs". To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update.

        The amendments in this Update are effective, for public business entities, for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. An entity should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance.

        The impact of this Update has not any significant effect in the US GAAP disclosures and financial information.

ASU No. 2015-15

        This Accounting Standards Update adds SEC paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015 Emerging Issues Task Force (EITF) meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements.

        The impact of this Update has not any significant effect in the US GAAP disclosures and financial information.

ASU No. 2015-16

        During September 2015, the FASB issued the Accounting Standards Update No. 2015-16 "Simplifying the Accounting for Measurement-Period Adjustments (Business

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

Combination—Topic 805)". The amendments in this Update require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this Update require that the acquirer record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.

        The amendments in this Update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date.

        The impact of this Update has not any significant effect in the present US GAAP financial statements.

ASU No. 2016-01

        On January 2015, the FASB issued the Accounting Standard Update No. 2016-01 "Recognition and Measurement of Financial Assets and Financial Liabilities (Financial Instruments—Overall Subtopic 825-10)".

        The amendments in this Update make targeted improvements to generally accepted accounting principles (GAAP) as follows:

            1.     Require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

            2.     Simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value.

            3.     Eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities.

            4.     Eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet.

            5.     Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes.

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Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

            6.     Require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.

            7.     Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements.

            8.     Clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets.

        For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.

        The Company is still evaluating the impact of this Update in the US GAAP financial statements.

ASU No. 2016-02

        During February 2016, the FASB issued the Accounting Standards Update No. 2016-02 "Leases (Topic 842)". The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. During redeliberations, the Board considered the feedback received throughout the project and in response to the different models proposed in the FASB Discussion Paper, Leases: Preliminary Views, the 2010 proposed Accounting Standards Update, Leases (Topic 840), and the 2013 proposed Accounting Standards Update, Leases (Topic 842). The Board decided that, consistent with all three proposals, lessees should be required to recognize the assets and liabilities arising from leases on the balance sheet. Throughout the project, the Board consulted extensively on the approach to lease expense recognition and considered a number of alternatives. The feedback received indicated that stakeholders had various views about the economics of lease transactions. The Board ultimately reached the conclusion that the economics of leases can vary for a lessee and that those economics should be reflected in the financial statements; therefore, Topic 842 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous leases guidance. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model in Topic 842, the effect of leases in the statement of comprehensive income and the statement of cash flows is largely unchanged from previous GAAP.

        For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

        The Company is still evaluating the impact of this Update in the US GAAP financial statements.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

ASU 2016-05

        On March 2016, the FASB issued the Accounting Standard Update No. 2016-05 "Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships (Derivatives and Hedging Topic 815)". The amendments in this Update clarify that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument under Topic 815 does not, in and of itself, require dedesignation of that hedging relationship provided that all other hedge accounting criteria (including those in paragraphs 815-20-35-14 through 35-18) continue to be met.

        For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years.

        The Company is still evaluating the impact of this Update in the US GAAP financial statements.

ASU 2016-06

        On March 2016, the FASB issued the Accounting Standard Update No. 2016-06 "Contingent Put and Call Options in Debt Instruments (Derivatives and Hedging Topic 815)". The amendments in this Update clarify the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under the amendments in this Update is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence.

        For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years.

        The Company is still evaluating the impact of this Update in the US GAAP financial statements.

ASU 2016-07

        On March 2016, the FASB issued the Accounting Standard Update No. 2016-07 "Simplifying the Transition to the Equity Method of Accounting (Investments—Equity Method and Joint Ventures Topic 323)". The amendments in this Update eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by- step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor's previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required.

        The amendments in this Update require that an entity that has an available-for- sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method.

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Grupo Supervielle S.A. and Subsidiaries

Notes to the Consolidated Financial Statements (Continued)

For the years ended December 31, 2015, 2014 and 2013

(Expressed in thousands of Argentine pesos—unless otherwise stated)

35. Summary of Significant Differences between Argentine Banking GAAP and US GAAP (Continued)

        The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Earlier application is permitted.

        The Company is still evaluating the impact of this Update in the US GAAP financial statements.

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Annex A

LOGO


Unaudited Financial Statements

For the three-month period ended
March 31, 2016, presented on comparative basis

A-1


Table of Contents

LOGO


Contents

A-2


Table of Contents

LOGO


Unaudited Consolidated Financial Statements

For the three-month period ended on
March 31, 2016, presented on comparative basis.

A-3


Table of Contents


GRUPO SUPERVIELLE S.A.

Unaudited Consolidated Balance Sheet

As of March 31, 2016 and December 31, 2015

(Expressed in thousands of pesos)

 
  03/31/2016   12/31/2015  

ASSETS

             

CASH AND DUE FROM BANKS

    3,766,918     6,808,591  

Cash

    1,278,437     1,826,954  

Financial institutions and correspondents

             

Argentine Central Bank

    2,267,099     4,813,285  

Other local financial institutions

    25,797     19,639  

Foreign

    172,810     129,927  

Other

    22,775     18,786  

GOVERNMENT AND CORPORATE SECURITIES (SCHEDULE I)

    3,285,192     931,881  

Holdings of trading securities

    66,935     229,627  

Securities issued by the Argentine Central Bank

    3,206,106     691,246  

Investments in listed corporate securities

    12,151     11,008  

LOANS

    21,585,492     20,148,261  

To the non-financial public sector

    5,675     8,778  

To the financial sector

             

Other loans to domestic financial institutions

    155,097     179,719  

Accrued interest, adjustments and exchange-rate differences receivable

    915     2,015  

To the Non-Financial Private Sector and Foreign residents

             

Overdrafts

    2,053,679     1,634,870  

Promissory notes

    5,585,598     5,984,777  

Mortgage loans

    43,903     50,032  

Automobile and other secured loans

    87,131     104,469  

Personal loans

    7,150,152     6,018,601  

Credit cards loans

    5,752,233     5,677,922  

Other loans (Note 13)

    1,011,105     953,574  

Accrued interest, adjustments and exchange rate differences receivable

    533,685     428,600  

Documented interest

    (265,144 )   (277,488 )

Other

    (476 )   (295 )

Less: Allowances

    (528,061 )   (617,313 )

   

The accompanying Notes and Schedules are an integral part of these financial statements

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GRUPO SUPERVIELLE S.A.

Unaudited Consolidated Balance Sheet (Continued)

As of March 31, 2016 and December 31, 2015

(Expressed in thousands of pesos)

 
  03/31/2016   12/31/2015  

OTHER RECEIVABLES FROM FINANCIAL TRANSACTIONS

    3,105,686     2,461,813  

Argentine Central Bank

    403,896     394,612  

Amounts receivable for spot and forward sales pending settlement

    897,327     62,013  

Securities receivable under spot and forward purchases pending settlement

    48,602     13,365  

Other receivables not included in the debtor classification regulations

    1,264,202     1,543,389  

Unlisted corporate bonds

    14,247     14,243  

Balances from forward transaction without delivery of underlying asset pending settlement

    246     34,233  

Other receivables included in the debtor classification regulations

    489,153     423,640  

Accrued interest and adjustments receivable included in the debtor classification regulations

    1     1  

Other unapplied collections

    (7,049 )   (17,739 )

Less: Allowances

    (4,939 )   (5,944 )

RECEIVABLES FROM FINANCIAL LEASES

    1,155,717     1,074,977  

Receivables from financial leases

    1,147,773     1,069,808  

Accrued interest and adjustments pending collection

    21,624     20,560  

Less: Allowances

    (13,680 )   (15,391 )

UNLISTED EQUITY INVESTMENTS (SCHEDULE II)

    8,399     8,474  

Other

    8,650     8,647  

Less: Allowances

    (251 )   (173 )

MISCELLANEOUS RECEIVABLES

    778,298     621,808  

Receivables for sale of assets

    201     187  

Minimum presumed income tax

    6,250     6,247  

Other

    799,015     642,693  

Less: Allowances

    (27,168 )   (27,319 )

PREMISES AND EQUIPMENT, NET (SCHEDULE V)

    218,729     193,474  

MISCELLANEOUS ASSETS (SCHEDULE V)

    499,740     515,670  

INTANGIBLE ASSETS (SCHEDULE III)

    244,805     251,956  

Goodwill

    38,434     40,760  

Other intangibles

    206,371     211,196  

UNALLOCATED ITEMS

    23,307     28,912  

TOTAL ASSETS

    34,672,283     33,045,817  

   

The accompanying Notes and Schedules are an integral part of these financial statements

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GRUPO SUPERVIELLE S.A.

Unaudited Consolidated Balance Sheet (Continued)

As of March 31, 2016 and December 31, 2015

(Expressed in thousands of pesos)

 
  03/31/2016   12/31/2015  

LIABILITIES

             

DEPOSITS

    24,346,729     23,716,577  

Non-financial public sector

    2,503,105     1,182,559  

Financial sector

    58,078     250,981  

Non-financial private sector and foreign residents

             

Current accounts

    3,342,288     3,042,376  

Savings accounts

    8,032,139     7,753,696  

Time deposits

    9,377,697     10,034,025  

Investment accounts

    245,100     664,900  

Other

    595,656     567,477  

Accrued interest and exchange rate differences payable

    192,666     220,563  

OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS

    4,733,952     4,152,695  

Argentine Central Bank—Other

    2,882     3,123  

Banks and international institutions

    83,629     130,182  

Unsubordinated negotiable obligations (Note 5)

    1,049,960     1,411,357  

Amounts payable for spot and forward purchases pending settlement

    46,820     12,328  

Securities to be delivered under spot and forward sales pending settlement

    995,041     62,698  

Loans from domestic financial institutions

    992,311     786,361  

Balances from forward transactions without delivery of underlying assets pending settlement

    3,951     37,543  

Other

    1,516,117     1,663,008  

Accrued interest and exchange rate differences payable

    43,241     46,095  

MISCELLANEOUS LIABILITIES

    1,514,364     1,478,658  

Directors' and other fees

    313     360  

Other

    1,514,051     1,478,298  

PROVISIONS

    71,836     63,459  

SUBORDINATED LOAN AND NEGOTIABLE OBLIGATIONS (Note 5)

    1,282,463     1,125,853  

UNALLOCATED ITEMS

    100,015     64,035  

NON-CONTROLLING INTERESTS (Note 9)

    74,538     70,830  

TOTAL LIABILITIES

    32,123,897     30,672,107  

SHAREHOLDERS' EQUITY

    2,548,386     2,373,710  

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

    34,672,283     33,045,817  

   

The accompanying Notes and Schedules are an integral part of these financial statements

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GRUPO SUPERVIELLE S.A.

Unaudited Consolidated Memorandum Accounts

As of March 31, 2016 and December 31, 2015

(Expressed in thousands of pesos)

 
  03/31/2016   12/31/2015  

DEBIT

    27,626,427     27,440,186  

CONTINGENT

    10,383,230     9,617,603  

Granted loans

    192,948     187,801  

Guarantees received

    9,469,021     8,794,708  

Contingencies re. contra items

    721,261     635,094  

CONTROL

    15,998,190     15,733,585  

Uncollectible loans

    547,272     331,482  

Other

    14,074,099     14,188,570  

Control re. contra items

    1,376,819     1,213,533  

DERIVATIVES

    1,244,521     2,088,526  

Notional value of forward transactions without delivery of underlying asset

    902,933     1,181,881  

Debit derivatives re. contra items

    341,588     906,645  

TRUST ACCOUNTS

    486     472  

Trust Funds

    486     472  

CREDIT

    27,626,427     27,440,186  

CONTINGENT

    10,383,230     9,617,603  

Other guarantees granted included in the debtor classification regulations

    516,111     480,473  

Other included in the debtor classification regulations

    132,794     77,471  

Other not included in the debtor classification regulations

    72,356     77,150  

Credit derivatives re. contra items

    9,661,969     8,982,509  

CONTROL

    15,998,190     15,733,585  

Checks and drafts to be credited

    1,291,889     1,132,863  

Other

    84,930     80,670  

Control re. contra items

    14,621,371     14,520,052  

DERIVATIVES

    1,244,521     2,088,526  

Credit derivatives re, contra items

    902,933     1,181,881  

Notional value of forward transactions without delivery of underlying asset

    341,588     906,645  

TRUST ACCOUNTS

    486     472  

Trust liabilities—re. contra items

    486     472  

   

The accompanying Notes and Schedules are an integral part of these financial statements

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GRUPO SUPERVIELLE S.A.

Unaudited Consolidated Income Statement

For the three-month period ended March 31, 2016 and 2015

(Expressed in thousands of pesos)

 
  03/31/2016   03/31/2015  

FINANCIAL INCOME

    2,338,664     1,395,658  

Interest on loans granted to the financial sector

    15,473     198  

Interest on overdrafts

    213,859     107,930  

Interest on promissory notes

    443,819     316,204  

Interest on mortgage loans

    2,108     2,842  

Interest on automobile and other secured loans

    5,406     10,147  

Interest on credit card loans

    415,661     280,274  

Interest on financial leases

    69,398     32,205  

Interest on other loans

    737,132     461,835  

Income from government and corporate securities

    285,667     149,813  

Interest on other receivable from financial transaction

    12,233     5,981  

Income from options

        483  

Exchange rate differences on gold and foreign currency

    92,504     17,970  

Other

    45,404     9,776  

FINANCIAL EXPENSES

    1,233,060     695,298  

Interest on savings accounts deposits

    1,520     981  

Interest on time deposits

    680,140     442,886  

Interest on interbank loans (call money loans)

    2,094     6,591  

Interest on other loans from the financial sector

    71,179     23,773  

Interest on subordinated obligations

    31,395     18,726  

Other interest

    51,398     6,603  

Interest on other liabilities from financial transactions

    102,479     46,256  

Consumer price index adjustment (CER)

    299     66  

Contributions made to the Deposit Insurance Fund

    57,038     39,940  

Other

    235,518     109,475  

GROSS FINANCIAL MARGIN—GAIN

    1,105,604     700,360  

LOAN LOSS PROVISIONS

    183,646     130,901  

SERVICES FEE INCOME

    773,465     592,519  

In relation to lending transactions

    101,942     75,693  

In relation to deposits transactions

    190,951     150,564  

Other commissions

    26,342     17,078  

Other

    454,230     349,184  

SERVICES FEE EXPENSE

    234,909     160,579  

Commissions

    127,291     78,192  

Other

    107,618     82,387  

   

The accompanying Notes and Schedules are an integral part of these financial statements

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GRUPO SUPERVIELLE S.A.

Unaudited Consolidated Income Statement (Continued)

For the three-month period ended March 31, 2016 and 2015

(Expressed in thousands of pesos)

 
  03/31/2016   03/31/2015  

INCOME FROM INSURANCE ACTIVITIES (Note 8)

    117,923     34,887  

ADMINISTRATIVE EXPENSES

    1,299,587     925,285  

Personnel expenses

    856,506     604,865  

Directors' and statutory auditors' fees

    5,698     5,639  

Other professional fees

    59,425     36,623  

Advertising and publicity

    42,218     35,411  

Taxes

    86,961     54,986  

Depreciation of premises and equipment (Schedule V)

    17,534     13,278  

Amortization of other intangibles (Schedule III)

    25,911     20,726  

Other operating expenses

    180,599     133,481  

Other

    24,735     20,276  

SUBTOTAL—INCOME FROM FINANCIAL TRANSACTIONS

    278,850     111,001  

NON-CONTROLLING INTERESTS (Note 9)

    (4,049 )   (2,458 )

MISCELLANEOUS INCOME

    73,887     50,211  

Results from equity investments

        3,079  

Penalty interests

    16,982     13,609  

Loans recovered and allowances reversed

    11,779     7,955  

Other

    45,126     25,568  

MISCELLANEOUS LOSSES

    109,191     40,074  

Results from equity investments

    75     3,076  

Penalty interests and charges paid to the Argentine Central Bank

    168     133  

Loan loss provisions for miscellaneous receivables and other provisions

    9,767     4,978  

Miscellaneous assets depreciation (Schedule V)

    1,988     1,251  

Amortization of goodwill (Schedule III)

    2,326     2,326  

Other

    94,867     28,310  

INCOME BEFORE TAX

    239,497     118,680  

INCOME TAX

    (64,821 )   (34,137 )

NET INCOME FOR THE PERIOD

    174,676     84,543  

   

The accompanying Notes and Schedules are an integral part of these financial statements

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GRUPO SUPERVIELLE S.A.

Unaudited Consolidated Cash Flow Statement

(Note 15 at Consolidated Financial Statements

For the three-month period ended March 31, 2016 and 2015

(Expressed in thousands of pesos)

 
  03/31/2016   03/31/2015  

CHANGES IN CASH AND CASH EQUIVALENTS

             

—Cash and cash equivalents at the beginning of the year

    7,616,502     4,046,180  

—Cash and cash equivalents at the end of the period (Note 15)

    5,249,479     4,707,129  

Net (decrease) / increase in cash and cash equivalents

    (2,367,023 )   660,949  

CAUSES OF CHANGES IN CASH AND CASH EQUIVALENTS

             

Cash flow from operating activities

             

Net (Payments) /Collections Related to:

             

—Government and corporate securities

    (1,407,513 )   167,208  

—Loans

             

To the financial sector

    41,195     (5,106 )

To the non-financial public sector

    3,687     2,577  

To the non-financial sector and foreign residents

    357,246     489,391  

—Other receivables from financial transactions

    111,511     284,849  

—Receivable from financial leases

    (14,557 )   (42,360 )

—Deposits

             

To the financial sector

    (192,903 )   32,537  

To the non-financial public sector

    1,311,488     (433,650 )

To the non-financial sector and foreign residents

    (1,242,408 )   907,268  

—Other liabilities from Financial Transactions

             

Interbank loans (Call money loans received)

    (2,094 )   63,420  

Others (except for liabilities included in financial activities)

    (347,566 )   (491,524 )

Collections related to service fee income

    910,353     647,642  

Payments related to service fee expenses

    (288,724 )   (198,310 )

Administrative expenses paid

    (1,222,091 )   (790,222 )

Payment of organization and development expenses

    (14,505 )   (20,147 )

Net collections of penalty interest

    16,982     13,609  

Differences deriving from court resolutions paid

    (615 )   (297 )

Other (payments) /collections related to miscellaneous income and losses

    (50,037 )   2,157  

Net payments related to other operating activities

    (5,143 )   (13,199 )

Income tax / minimum presumed income tax paid

    (73,427 )   (37,431 )

Net cash (used in) provided by operating activities

    (2,109,121 )   578,412  

Cash flow from investing activities

             

Net payments related to premises and equipment

    (39,253 )   (11,620 )

Net collections / (payments) related to miscellaneous assets

    6,918     (4,080 )

Payments for acquisition of equity investments

        (2 )

Net cash used in investing activities

    (32,335 )   (15,702 )

Cash flow from financing activities

             

Net (payments) /collections related to:

             

—Unsubordinated negotiable obligations

    (431,888 )   86,794  

—Argentine Central Bank:

    (241 )   72  

—International Banks and Institutions

    (48,327 )   (9,924 )

—Subordinated Loan and negotiable obligations

    (10,755 )   (7,319 )

—Financing received from Argentine Financial Institutions

    112,640     4,574  

Other payments for financing activities

    (5,513 )   (7,744 )

Net cash (used in) /provided by financing activities

    (384,084 )   66,453  

Financial Income on Cash and Cash Equivalents (Including Interest and Monetary Result)

    158,517     31,786  

Net (decrease) / increase in cash and cash equivalents

    (2,367,023 )   660,949  

   

The accompanying Notes and Schedules are an integral part of these financial statements

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

1. BASIS OF CONSOLIDATION

        Grupo Supervielle's consolidated financial statements are prepared in accordance with Communication "A" 3147 and complementary provisions issued by the Argentine Central Bank on the Accounting Informative Regime for the quarterly/annual disclosure, guidelines set forth by Technical Pronouncement N° 8 and 19 issued by the FACPCE, utilized by the controlled company Banco Supervielle S.A. in drawing up its financial statements as of March 31, 2016, and issued on May 10, 2016.

        The financial statements of Grupo Supervielle S.A. have been consolidated with the financial statements of Banco Supervielle S.A., Cordial Compañía Financiera S.A., Cordial Microfinanzas S.A., Sofital S.A. F. e I.I., Tarjeta Automática S.A., Supervielle Asset Management S.A., Sociedad Gerente de F.C.I., Espacio Cordial de Servicios S.A. and Supervielle Seguros S.A.

        The main investment of the Group is made up by its shares in Banco Supervielle S.A., a financial entity subject to the Argentine Central Bank's regulations; therefore, disclosure guidelines utilized by such Entity have been adopted pursuant to provisions set by the National Securities Commission, Title IV, Chapter I, Section I, Article 2.

        It is worth to be mentioned that on February 12, 2014, the Argentine Central Bank, through Communication "A" 5541, disclosed the roadmap for the convergence of the reporting and accounting regime towards International Financial Reporting Standards (IFRS) for entities under its supervision, which include Banco Supervielle S.A., and Cordial Compañía Financiera S.A.

        Pursuant to the disclosed plan, entities shall prepare their opening financial statements as from January 1, 2017, which will be taken as comparative basis of the fiscal year to start on January 1, 2018 and shall include their operations and changes in shareholders' equity pursuant to standards to be issued by the Argentine Central Bank within such convergence plan.

2. ACCOUNTING POLICIES

2.1   Comparative Information

        Balances as of December 31, 2015 and the three-month period ended March 31, 2016, which are disclosed in these financial statements for comparative purposes, arise from financial statements at such dates.

2.2   Significant Accounting policies

        Accounting policies applied by Cordial Microfinanzas S.A., Sofital S.A. F. e I.I., Adval S.A., Tarjeta Automática S.A., Supervielle Asset Management S.A. Sociedad Gerente de F.C.I. and Espacio Cordial de Servicios S.A. are similar to those applied by the Group (See Note 2 at individual financial statements). As for Banco Supervielle S.A. and Cordial Compañía Financiera S.A., accounting standards set by the Argentine Central Bank are applied. Such standards differ from the professional accounting standards in force in the Autonomous City of Buenos Aires (See Note 4).

        As for Supervielle Seguros S.A., accounting standards set by the National Insurance Superintendence are applied. Such standards differ from the professional accounting standards in force

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

2. ACCOUNTING POLICIES (Continued)

in the Autonomous City of Buenos Aires. However, such deviation has not produced any material effect on Grupo Supervielle S.A.'s financial statements.

        The main valuation criteria are as follows:

2.2.1    Assets and liabilities in pesos

        Assets and liabilities pending of settlement in pesos are stated at their nominal values, contemplating, where applicable, adjustments and interest accrued at the end of each fiscal year. Adjustments and interest were expensed against income for each period.

2.2.2    Assets and liabilities in foreign currency

        Assets and liabilities in foreign currency were recorded at the exchange rate disclosed by Banco de la Nación Argentina upon fiscal year/period closing. As for subsidiaries governed by the Argentine Central Bank, operations in US dollars have been valued at the reference exchange rate published by said entity, and those operations in other currencies at the reference exchange rate in US dollars disclosed by the Argentine Central Bank. Exchange gains and losses, adjustments and interest were expensed against income for each period.

2.2.3    Gold

        Holdings of gold were valued at its market price, in US dollars, on the London market on the last business day of each period, and later converted into pesos at the reference exchange rate disclosed by the Argentine Central Bank at those dates, in accordance with Communication "A" 3500.

2.2.4    Government and corporate securities

        As from March 1, 2011, the Argentine Central Bank set, according to the purpose of the relevant asset, two valuation criteria for Government debt securities holdings:

    a)
    Securities measured at fair value:    those included in volatility or present value of securities listings issued by the Argentine Central Bank. These holdings are recorded at their market value on the last business day of each fiscal year/period, in local or foreign stock exchange markets, or at present value when applicable. Differences of reasonable market value were expensed against income for each period.

    b)
    Securities measured at amortized cost:    those not included in the previous point, recorded at acquisition cost plus financial results accrued exponentially applying the internal rate of return. The accruals were recorded against results of each period.

2.2.5    Listed corporate securities:

    These securities have been valued at their market price at each period end. Changes in valuation of these securities are recorded as financial income.

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

2. ACCOUNTING POLICIES (Continued)

2.3   Interest Income (Expense)

        Accrual of interest on lending and borrowing transactions was calculated monthly and appropriated on a compounded basis, in proportion to the days during which interest was accrued on principal. However, accrual is applied using the straight line method for foreign currency operations, operations in pesos with adjustment capital clause or those in which the interest rate is previously set for a validness term no longer than 92 days.

        The Company suspends the accrual of interest when the collection of interest and principal is in doubt. Accrued interest remains on the Company´s books and is considered to be part of the loan balance when determining the allowance for loan losses. Regarding impaired loans, interest is recognized on a cash basis after reducing the balance of accrued interest, if applicable.

2.4   Loans

        The portfolio is valued on the effectively granted amounts, net of paid amortizations of capital, plus receivable accrued interests, adjustments and others and deduced estimated allowances to cover non-collection risks calculated pursuant to what is specified in Note 2.5.

2.5   Allowances for loan losses

        Allowances for loan losses were calculated based on the estimated risk of the loans granted by the Bank, arising from the evaluation of the debt repayment capacity of its debtors' liabilities for those commercial portfolio clients, the degree of debtors' compliance based on delinquency days for the consumption portfolio, and the guarantees securing the respective transactions, in accordance with the regulations on "Debtor Classification and Minimum Loan Loss Risk Allowances" issued by the Argentine Central Bank.

2.6   Other receivables and liabilities from financial transactions

    Amounts receivable for spot and forward sales and payable for spot and forward purchases, both pending settlement:    This line corresponds to spot and forward operations of securities and/or foreign currency pending settlement, which were valued at their agreed settlement value. The difference between the market value of the securities and/or the foreign currency exchanged at the time of execution of the sale contracts and the agreed forward exchange value [premium] was expensed against the results for each fiscal year based on their monthly accrual.

    Securities receivable for spot and forward purchases and to be delivered for spot and forward sales, both pending settlement:    The securities and/or foreign currency receivable for purchases and to be delivered for sales were valued as specified in paragraphs 2.2.4 and 2.2.2 in this note and recorded in the "Securities receivable under spot and forward purchases pending settlement" of Other receivable from financial transactions and "Instruments to be delivered under spot and forward sales pending settlement" of Other liabilities from financial transactions..

    Unlisted corporate securities:    Valued at acquisition cost plus accrued interest pending collection at the end of each period.

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

2. ACCOUNTING POLICIES (Continued)

    Other receivables not included in the debtor classification regulations:    This line corresponds to unlisted participation certificates issued by trusts in pesos valued at their equity value estimated at the end of each fiscal year/period and to unlisted debt securities issued by trusts in pesos and in foreign currency, which were valued at the value of addition to assets, plus interest accrued through the end of each fiscal year/period.

      Additionally, mutual fund trust shares are included, valued at their equity value estimated at the end of each fiscal year. Valuation differences were expensed against income for each period.

    Unsubordinated negotiable obligations, balances payable to banks and international institutions, loans from domestic financial institutions:    Valued on the basis of the cash received, net of transaction costs, plus the financial results accrued on the basis of the internal rate of return estimated upon initial recognition.

2.7   Receivable from financial leases

        Registrations were made pursuant to the discounted value of the sum of minimum installments pending collection and any non-guaranteed residual value. Earnings accrued were recognized in results of each period.

2.8   Unlisted equity investments

        Unlisted equity investments in other companies were valued as follows:

In Argentine non-controlled entities carrying out supplementary authorized activities:

        The equity investments in Provincanje S.A., Mercado Abierto Electrónico S.A., SEDESA, Argencontrol S.A., Compensadora Electrónica S.A., Mendoza Fiduciaria S.A., Cuyo Aval S.G.R., Garantizar S.G.R., Campo Aval S.G.R, Los Grobo S.G.R., Vínculos S.G.R., Afianzar S.G.R., Garantía de Valores S.G.R., Americana de Valores S.G.R., Acindar Pymes S.G.R. y AFFIDAVIT S.G.R. were valued at cost, adjusted for inflation where applicable, as indicated in Note 1, paragraph 1.2, with to the limit of their respective equity value calculated based on the latest financial statements of the issuers available at period end. With regard to the equity interest in Profesión + Auge A.F.J.P. S.A., it was decided to continue to carry the allowance for 515 recorded under "other contingencies" bearing in mind that the National State has not yet issued the Regulatory Decree stipulating the procedure for compensating the shareholders of the Pension Fund Managers.

In other Argentine controlled companies:

        The equity investment in Viñas del Monte S.A. was valued at cost of the capital contributions made, adjusted for inflation where applicable, as indicated in paragraph 1.2 of Note 1, with the limit of its equity value calculated based on the latest financial statements available at period end.

        On March 6, 2014 Viñas del Monte S.A. ordered the capitalization of such contributions, which is pending of registration in the Legal Persons Authority of Mendoza Province. Once the capital increase has been passed, the Entity will hold the 94.80% of shares in Viñas del Monte S.A.

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

2. ACCOUNTING POLICIES (Continued)

In other Argentine non-controlled companies:

        The equity investment in San Luis Trading S.A. and Infocred Argentina S.A were valued at cost, adjusted for inflation where applicable, as indicated in Note 1.2 of the Group's individual financial statements, with the limit of the equity value calculated based on the latest financial statements available at period end.

In other foreign non-controlled companies:

        The equity investment in S.W.I.F.T. was valued at cost.

2.9   Premises and equipment and miscellaneous assets

        They have been valued at cost, adjusted for inflation where applicable as indicated in Note 1.2 of the Group's individual financial statements, less the corresponding accumulated depreciation. The aggregate value of these assets is less than their recoverable value.

        These assets are depreciated by the straight-line method based on the useful lives assigned to them (See Schedule V).

        It includes all financial lease assets considering the cost value that set for the purchase of such asset in cash, or, the addition of the discounted sum of minimum installments pending collection provided the latter happens to be lower.

        It is important to mention that leased assets are included in the lessee's book-keeping at the beginning of the operation, regardless of the fact that the ownership should be transferred at the moment of exercising the purchase option upon contract termination.

2.10 Other miscellaneous assets

        Valued at acquisition cost, adjusted for inflation where applicable, as indicated in Note 1.2 of the Group's individual financial statements, less accumulated depreciation, calculated in proportion to the estimated months of useful life. Aggregate value of these assets does not exceed their recoverable value.

        These assets are depreciated by the straight-line method based on the estimated useful life (See Schedule V).

2.11 Intangible assets

Other intangibles

        Valued at cost, adjusted for inflation where applicable, as indicated in note 1.2, at the Group's individual financial statements, less accumulated amortization, calculated in proportion to the months of estimated useful lives (See Schedule III).

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

2. ACCOUNTING POLICIES (Continued)

Goodwill

        In addition to Note 2.4 of the Individual Financial Statements, goodwill includes the excess of the acquisition cost over the value assigned to the 99.9360% of shares in Banco Regional de Cuyo S.A. and the 95% of shares in Cordial Compañía Financiera S.A. In both cases, goodwill accounts for the excess of the acquisition cost over the shareholders' equity value of the business acquired at the acquisition date pursuant to provisions issued by the Argentine Central Bank (See Schedule III). The value of goodwill is amortized by the straight-line method, not exceeding 120 months.

2.12 Severance payment

        Directly expensed on paid severance payments.

2.13 Deposits

        Deposits are valued amortized cost. As for deposits in foreign currency, such deposits are valued pursuant to note 2.2.2.

2.14 Provisions

        Provisions for other contingencies to address labor, legal, tax commitments and other miscellaneous potential risks have been set based on the information received from its legal advisors.

2.15 Subordinated negotiable obligations

        Subordinated negotiable bonds have been valued at amortized cost plus accrued interest using the internal rate of return. Losses from interest expense have been recognized on each period results on an accrual basis.

2.16 Use of estimates

        The preparation of financial statements in accordance with Argentine Banking GAAP and generally accepted accounting principles in force in Argentina, as long as they are compatible with those standards, require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

3. INCOME TAX AND MINIMUM PRESUMED INCOME TAX

        Income tax is calculated at the rate of 35% on the taxable income, without considering the effect of temporary differences between the tax and the accounting result.

        Minimum presumed income tax, established by Law No. 25,063, is complementary to income tax, since while the latter is assessable on the taxable income for the fiscal year, minimum presumed income tax is a minimum tax levied on potential income provided by certain productive assets at the rate of

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

3. INCOME TAX AND MINIMUM PRESUMED INCOME TAX (Continued)

1%, the Group's tax obligation for each fiscal year being the higher of the two taxes. However, if in any fiscal year minimum presumed income tax exceeds income tax, that amount in excess will be computable as payment on account of income tax in excess of minimum presumed income tax arising in any of the following ten fiscal years.

        The abovementioned law establishes that, the entities regulated by the Financial Institutions Law must consider the twenty per cent (20%) of their taxable assets as taxable basis for calculation of minimum presumed income tax, after deducting those defined as non-computable assets.

4. DIFERENCES BETWEEN ARGENTINE BANKING GAAP AND PROFESSIONAL ACCOUNTING STANDARDS IN FORCE IN THE AUTONOMOUS CITY OF BUENOS AIRES

        The main differences between Argentine Banking GAAP and the professional accounting standards in force in the Autonomous City of Buenos Aires are as follows:

4.1   Recognition of income tax by the deferred tax method

        Banco Supervielle S.A. and Cordial Compañía Financiera S.A subsidiaries set income tax by applying the valid rate over the estimated tax gain, without taking into account the effect of temporary differences between the accounting result and the tax result.

        In accordance with professional accounting standards in force in the Autonomous City of Buenos Aires (Technical ruling N°17), income tax must be recognized by the deferred tax method and, consequently, deferred tax assets or liabilities calculated on the abovementioned timing differences must be recognized. In addition, tax loss carry-forwards or unused tax credits allowed to be deducted from future taxable income must be recognized as deferred assets, as long as income is likely to be obtained.

        Had deferred tax method been applied in Banco Supervielle S.A. and Cordial Compañía Financiera S.A. as of March 31, 2016, these entities would have recognized net assets resulting from such deferred tax of 48,522 and a reduced charge of income tax charge by 13,070; and deferred tax assets of 5,393, and higher earnings of 11,107, respectively.

4.2   Derivatives

        Derivatives were valued pursuant to criteria set by the Argentine Central Bank. Those criteria differ from the professional accounting standards in force in the Autonomous City of Buenos Aires, which require that, in case of futures and forwards of foreign currency without underlying assets delivery, valuation be made at its fair value.

        Banco Supervielle S.A. has assessed the impact to be recorded upon valuation at its fair value. Such impact turned out not to be significant.

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

4. DIFERENCES BETWEEN ARGENTINE BANKING GAAP AND PROFESSIONAL ACCOUNTING STANDARDS IN FORCE IN THE AUTONOMOUS CITY OF BUENOS AIRES (Continued)

4.3   Goodwill

        Banco Supervielle S.A. determined goodwill for the purchase of shares in Banco Regional de Cuyo S.A., Cordial Microfinanzas S.A., TarjetaAutomática S.A., and Cordial Compañía Financiera S.A., in virtue of the excess of the purchase cost over the equity value of that investment on the basis of the last financial statements of the issuer available upon such acquisition. Under professional accounting standards in effect in the Autonomous City of Buenos Aires (Technical Ruling N°18), goodwill should result from the difference between the purchase cost of the investment referred to above and the amount of the net assets valued at the estimated fair value, including the identification of purchased intangible assets.

        Upon the application of professional accounting standards as of March 31, 2016, lower assets for 7,002 should have been recorded and earnings for 445 should have been produced.

4.4   Transfer of financial assets

        Cordial Compañía Financiera S.A. assigned Banco de la Provincia de Córdoba S.A. and Banco Santander Río S.A. part of its loan portfolio as a collateral assignment with recourse to the assignor. As a result of these transactions, the firm excluded all assigned assets and recognized incomes stemming from the difference between the accounting value of assigned assets and received funds. Pursuant to Professional Accounting Standards adopted by the Professional Council of Economic Sciences of the Autonomous City of Buenos Aires, the collateral assignment of financial assets with assignor's responsibility is not deemed as a sale operation because the assignor bears an important part of the risks and benefits related to such assigned assets. Upon the application of Professional Accounting Standards in force in the Autonomous City of Buenos Aires, Cordial Compañía Financiera S.A.'s assets and liabilities as of March 31, 2016, should have recorded a 54,245 and 67,395 increase respectively and the result should have decreased in 13,150.

4.5   Disclosure

        Argentina Banking GAAP differs in certain disclosure criteria from professional accounting standards in force in the Autonomous City of Buenos Aires, thus being the following said deviations:

    The Bank does not disclose its assets and liabilities in current and non-current taking into account the date on which assets are expected to become cash or its equivalent and liabilities are expected to become due pursuant to professional accounting standards in-force.

    Goodwill specified in Note 2.11 is disclosed under Intangible Assets, Pursuant to professional accounting standards, such goodwill must be disclosed under Goodwill.

    There are differences between the information of cash flows disclosed in the Statement of Cash Flows and its equivalents and what is required by professional accounting standards.

    The Bank has not submitted certain information regarding goodwill, relates parties and other information requirements required to non-banking entities.

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

5. ISSUANCE OF NEGOTIABLE OBLIGATIONS

Grupo Supervielle S.A.'s Negotiable Obligations Issuance Program

        On September 22, 2010, Grupo Supervielle's Shareholders' General Meeting passed the adhesion to the public offering regime pursuant Law 17,811 and the creation of a Simple Negotiable Obligations Issuance Global Program, non-convertible into shares, which was passed by the National Securities Commission on November 11, 2010. Said negotiable obligations may be short, medium and/or long term, subordinated or not, with or without guarantee, in pesos, in US dollars or any other currency, for a maximum current amount that shall not exceed, at any time, 1,000,000 (one billion pesos) or its equivalent in any other currency, pursuant to the last amendment of the Program on May, 7, 2015.

        Likewise, negotiable obligations may be issued in several classes and/or series over the course of the program enforcement, relying on the possibility of re-issuing successive classes and/or series to be amortized. As of March 31, 2016 and December 31, 2015 Grupo Supervielle S.A. recorded the following series of negotiable obligations pursuant to the following issuance conditions:

Class
  Issuance date   Currency   Amount
(in thousands)
  Rate   Maturity
Date

Class XIII

  01/31/2014   AR$     23,100   BADLAR + 6.25%   01/31/2019

Class XV

  05/13/2014   AR $     81,806   BADLAR + 4.65%   05/13/2016

Class XVI

  09/23/2014   AR $     81,250   BADLAR + 3.25%   03/23/2016

Class XVII

  01/23/2015   AR $     127,000   Fixed 28.5%   01/23/2016

Class XVIII

  01/23/2015   AR $     23,000   BADLAR + 4.8%   07/23/2016

Class XIX

  05/20/2015   AR $     137,361   Mixed: Fixed 28.5% until 9th month and BADLAR + 45% upon maturity.   11/20/2016

Class XX

  07/28/2015   AR $     129,500   Mixed: Fixed 27.5% until 6th month and BADLAR + 4.5% upon maturity.   01/28/2017

        As of the issuance of these Financial Statements, classes XVI and XVII have been fully amortized.

        Funds resulting from the allocation of said negotiable obligations classes, net of issuance expenses, were assigned in full, pursuant to Article 36 of Negotiable Obligations Law 23,576, to the settlement of the Group's financial liabilities.

        As of March 31, 2016 and December 31, 2015, Grupo Supervielle S.A.'s Negotiable Obligations are recorded under Unsubordinated Negotiable Obligations for an amount to 410,687 and 625,110 respectively.

        As of April 19, 2016, since the aforementioned Program was no longer in effect, the Group's Ordinary and Extraordinary shareholders' meeting, passed the creation of a new Negotiable Obligations Issuance Global Program, for the issuance of simple, short and/o medium term, subordinated or not, with or without guarantees, securities for up to a maximum outstanding amount of 1,000,000 (one billion pesos), under which different classes and/or series of Negotiable Obligations denominated in pesos, dollar or other foreign currencies can be issued.

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

5. ISSUANCE OF NEGOTIABLE OBLIGATIONS (Continued)

Banco Supervielle S.A.: Program for the issuance of Negotiable Obligations in foreign currency

        On April 30, 2007, the Ordinary and Extraordinary Shareholders' Meeting No. 95 decided to approve the Bank's joining of the public offering regime through the creation of a Global Program for the Issuance of Simple Negotiable Obligations, for up to a maximum outstanding amount, at any moment while the Program is in force, of USD 200,000,000 (two hundred million United States dollars).

        On August 10, 2007, the National Securities Commission informed the Technical and Negotiable Securities unit of the Stock Exchange of Buenos Aires that provisions for the public offering of such securities was passed.

        On October 13, 2010, the Board of Directors of Banco Supervielle S.A., passed the issuance of Class 1 Negotiable Obligations. On October 29, 2010, the National Securities Committee (NSC) ordered the putting into effect of the resolutions for the public offering of Class 1 Negotiable Obligations under the Global Program of mid-term securities issuance for negotiable obligations issuance. Subscription period started on November 1, 2010 and finished on November 8, 2010.

        The following describes the main terms and conditions of the aforementioned issuance:

        Amount:    USD 50,000,000 (United States dollars fifty millions)

        Type:    Class 1 Negotiable Obligations will be liabilities and subordinate of the Bank.

        Maturity date:    November 11, 2017

        Interest Rate:    11,375%

        Interest Payment Date:    Interests accrued by Class 1 Negotiable Obligations will be paid on a six-month basis on May 11 and November 11 of each year.

        Amortization:    Capital to be paid on Maturity Date.

        Applicable Law and Jurisdiction:    Negotiable Obligations shall be governed by and be interpreted pursuant to New York State Laws.

        On March 21, 2012, the General Meeting decided to extend the effectiveness of the Program over a 5-year-term to become effective upon valid Program maturity (July 13, 2012) or, the longest term allowed by the applicable law. On March 27, 2012, the Entity Board decided to request the Program updating approved before the National Securities Commission thus submitting such updating request on April 10, 2012. On May 30, 2012, said controlling entity passed the validity term extension of Global Program for 5 (five) years to be counted upon maturity.

        On November 11, 2015, the tenth Negotiable Obligation interest payment was made effective.

        As of March 31, 2016 and December 31, 2015, said obligation is registered in item Subordinated loans and Negotiable Obligations for 753,787 and 652,673, respectively.

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

5. ISSUANCE OF NEGOTIABLE OBLIGATIONS (Continued)

        As of March 25, 2013, the Bank's Extraordinary General shareholders' meeting, passed the creation of a Global Program for the issuance of Negotiable Obligations for up to a maximum outstanding amount of 750,000,000 (seven hundred and fifty million pesos)

        On May 16, 2013, the Board of the Bank passed the issuance of Class III Negotiable Obligations for a maximum amount of V/N USD 30,000,000 (thirty million US dollars) within the Global Program of Negotiable Obligations. The bidding period closed on August 15, 2013, having issued Class III.

        The following describes the main terms and conditions of Class III issuance:

        Amount:    USD 22,500,000 (United States dollars twenty two million five hundred thousand)

        Type:    Class III Negotiable Obligations will be liabilities and subordinate of the Bank

        Maturity date:    August 20, 2020

        Interest Rate:    7.00%

        Interest Payment Date:    Interests accrued by Class III Negotiable Obligations will be paid on a six-month basis making the first payment on February 20, 2014

        Amortization:    Capital to be paid on Maturity Date.

        Applicable Law and Jurisdiction:    Negotiable Obligations shall be governed by and be interpreted pursuant to Argentine Laws.

        On February 20, 2016, the fifth Negotiable Obligation interest payment was made effective.

        As of March 31, 2016 and December 31, 2015, said obligation is recorded in Subordinate Negotiable Obligations item for 328,047 and 297,362, respectively.

        On October 14, 2014, the Board of Directors of Banco Supervielle S.A., passed the updating of the Negotiable Obligations issuance Global Program for a current maximum amount of 750,000 (seven hundred and fifty million pesos) at any time over the Program validity. Likewise, On October 14, 2014, the Board of Directors of Banco Supervielle S.A., passed the issuance of Class IV Subordinate Negotiable Obligations for an amount of up to F/V USD 30,000,000 (United States Dollars Thirty million) within the Global Negotiable Obligations Program. Subscription period finished on November 14, 2014, having allotted Class IV.

        The following describes the main terms and conditions of the aforementioned issuance of Class IV:

        Amount:    USD 13,441,000 (United States dollars thirteen million four hundred and forty one thousand)

        Type:    Negotiable Obligations will be liabilities and subordinate of the Bank.

        Maturity date:    November 18, 2021

        Interest Rate:    7.00%

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

5. ISSUANCE OF NEGOTIABLE OBLIGATIONS (Continued)

        Interest Payment Date:    Interests accrued by Negotiable Obligations will be paid on a six-month basis, which first payment shall be made effective on May 18, 2015.

        Amortization:    Capital to be paid through single payment on Maturity Date.

        Applicable Law and Jurisdiction:    Negotiable Obligations shall be governed by and be interpreted pursuant to Argentine Laws.

        On May 18, 2016 the third Negotiable Obligation interest payment will be made.

        As of March 31, 2016 and December 31, 2015, said obligation is recorded in Subordinated loans and Negotiable Obligations item for 200,629 and 175,818, respectively.

        On September 24, 2015, the Board passed the issuance of Class V Negotiable Obligations for a maximum amount of V/N USD 350,000,000 (thirty five million US dollars) within the Global Program of Negotiable Obligations. The bidding period closed on November 18, 2015, having issued Class V.

        The following describes the main terms and conditions of the aforementioned issuance of Class: V

        Amount:    340,100 (Argentine Pesos three hundred forty million and a hundred thousand)

        Type:    Negotiable Obligations will be unsubordinated liabilities of the Bank

        Maturity date:    May 20, 2017

        Interest Rate:    Floating Badlar of Private Banks + 4.5%

        Interest Payment Date:    Interests accrued by Negotiable Obligations will be paid on a three-month basis making the first payment on February 20, 2016

        Amortization:    Capital to be paid on Maturity Date.

        Applicable Law and Jurisdiction:    Negotiable Obligations shall be governed by and be interpreted pursuant to Argentine Laws.

        On February 20, 2016, the first Negotiable Obligation interest payment was made effective.

        As March 31, 2016 and as of December 31, 2015, said obligation is recorded in Other liabilities for financial transactions—Unsubordinated Negotiable Obligations item for 338,964 and 338,716, respectively.

        As of April 15, 2016, the Program maximum outstanding amount was increased by the Ordinary General shareholders' meeting up to 2,000,000 (two billion pesos) or its equivalent in foreign currency.

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

5. ISSUANCE OF NEGOTIABLE OBLIGATIONS (Continued)

Cordial Compañía Financiera S.A: Program for the Issuance of Negotiable Obligations

        On August 15, 2013, the program for the issuance of Negotiable Obligations was authorized for a face value of up to 500,000. The following describes issuances in force as of March 31, 2016 and December 31, 2015:

 
  Issuance
Date
  Maturity
Date
  FV
(in thousands)
  Rate   03/31/2016   12/31/2015  

Class V

  08/15/2014   02/15/2016     147,222   Floating rate 3.75% + BADLAR corrected         147,222  

Class VI

  05/14/2015   05/14/2016     145,980   Fixed 29.00%     145,980     145,980  

Class VII

  05/14/2015   11/14/2016     11,579   Floating rate 5.00% + BADLAR     11,579     11,579  

Class VIII

  10/06/2015   07/06/2016     54,000   Fixed 28.50%     54,000     54,000  

Class IX

  10/06/2015   04/06/2017     88,750   Floating rate 5.95% + BADLAR     88,750     88,750  

Total

                      300,309     447,531  

        As of March 31, 2016 and December 31, 2015, Cordial Compañía Financiera's Short Term Securities and Negotiable Obligations are recorded under Unsubordinated Negotiable Obligations for an amount of 300,309 and 447,531, respectively.

6. RESTRICTIONS IMPOSED ON THE DISTRIBUTION OF DIVIDENDS

        Pursuant to Art.70 of Corporate Law and the Company's By-law, 5% of the fiscal year profit shall be transferred to a Legal Reserve until such reserve reaches 20% of the Capital Stock. As for financial entities, pursuant to regulations set by the Argentine Central Bank, 20% of the profits for the year, net of possible prior year adjustments, where applicable, are to be allocated to the Legal Reserve.

        Pursuant to Art.68 of the aforementioned Law, dividends shall not be passed or distributed among partners, but through realized and liquid earnings resulting from the balance sheet drawn up pursuant to the law and the By-law and passed by the competent corporate body. Likewise, those dividends to be distributed in cash or instruments, exceeding tax profits accrued upon previous fiscal year closing as of payment or distribution date, shall be subject to the 35% withholding in terms of income tax through a single and final payment. Accumulated tax earnings for said tax purposes, are the balance of accumulated accounting earnings as of December 31, 1997, minus paid dividends plus tax profits set as from December 31, 1998.

        In turn, Grupo Supervielle's income mainly results from dividends produced by its investments in other companies. As for its investments in Banco Supervielle S.A and Cordial Compañía Financiera S.A, there are additional restrictions to the income distribution restrictions set by the Argentine Central Bank. As established by Argentine Central Bank Communication "A" 4664, supplementary provisions and amendments, for the purposes of the distribution of profits the financial institutions shall have the prior authorization of the Superintendence of Financial and Foreign Exchange Institutions and comply

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Table of Contents


GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

6. RESTRICTIONS IMPOSED ON THE DISTRIBUTION OF DIVIDENDS (Continued)

with a series of requirements, as follows: i) They shall not be subject to the provisions of Sections 34 and 35 bis of the Law on Financial Institutions; ii) No liquidity assistance loans shall have been granted to them; iii) they shall be in compliance with information regimes; iv) they shall not record shortfalls in the compiled minimum capital (without computing for such purposes the effects of the individual exemptions granted by the Superintendence of Financial and Foreign Exchange Institutions) or reverse requirement—on average- in pesos or in foreign currency or in securities.

        The entities not facing any of these situations may distribute profits up to the positive amount arising from deducting, off-balance sheet, from unassigned returned earnings, the amounts of the Legal and Bylaws Reserves; the balances for the capitalization of differences arising from payments made in compliance with court measures issued in cases where the regulations in force applicable to the "pesified" deposits are objected to; the difference between the carrying amount and the market value of the public debt and/or monetary regulation instruments; the valuation adjustments to assets modified by the Superintendence of Financial and Foreign Exchange Institutions which are pending recognition and/or those indicated by the External Audit not given accounting recognition; the individual exemptions for the valuation of assets; the balances for the capitalization of the difference between the equivalent in pesos of the court-ordered deposits considered in the original currency of the placement and the carrying amount of those deposits placed in foreign currency which, at January 5, 2002, were subject to the provisions of Law 25,561 and Decree 214/02; and the algebraic sum of the balances for the "Unrealized Valuation Differences" accounts for government securities and instruments issued by the Argentine Central Bank recorded as available for sale, when a consolidated net debit balance is obtained.

        Furthermore, as established by the Argentine Central Bank in that Communication modified by "A" 5072, in force since May 6, 2010, the amount to be distributed shall not affect the Bank's liquidity level and creditworthiness. This shall be verified as long as after the adjustments made, as per reverse requirement, the average integration (in pesos, foreign currency or securities) surpasses the demand of the last closed or forecasted position taking into account the effect of result distribution, and as per minimum capital, the integration is higher than the recalculated demand, increased in a 75% (Communication "A" 5273).

        In force since January 1, 2013, pursuant to Argentine Central Bank Communication "A" 5369, requirements of credit risk capital for securitizations shall be computed against in force operations as of such computing date in virtue of the calculation of liable distribution minimum capital excess.

        On October 4, 2013, the Argentine Central Bank issued communication "A" 5485 by means of which it establishes that, upon a penalty notice to a financial entity by UIF, such record may be considered adverse upon the request of income distribution by financial entities.

        On January 8, 2015, the Argentine Central Bank issued communication "A" 5689 which establishes that those entities opting for distributing results in 2015 for the fiscal year closed on December 31, 2014, when applicable, over the basis of unassigned results, the amount of provisions for administrative, disciplinary and criminal fines held by the Entity shall be deduced.

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Table of Contents


GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

6. RESTRICTIONS IMPOSED ON THE DISTRIBUTION OF DIVIDENDS (Continued)

        Likewise, as from January 8, 2015, pursuant to Communication "A" 5694, issued by the Argentine Central Bank, with the purpose of verifying liquidity and solvency stemming from results distribution, the additional minimum capital requirement equivalent to the 1% of assets estimated for risk.

        On November 10, 2015, through communication "A" 5827, the Argentine Central Bank amended communication "A" 5694, binding its enforceability from January 8, 2015 to December 31, 2015 for the distribution of results pursuant the terms set forth in the previous paragraph.

        In turn, pursuant to said communication, as from January 1, 2016, financial entities shall set up an additional capital conservation margin to the minimum capital demand so as to prevent credit growth and high profitability from generating insolvency situations either within a local framework or any situation resulting from the foreign or global environment.

        Such additional margin shall be implemented following the schedule set by the Argentine Central Bank by means of which the 100% will be accomplished by 2019.

7. RESTRICTED ASSETS

        As of March 31, 2016 and December 31, 2015, Grupo Supervielle's following assets are restricted:

Item
  03/31/2016   12/31/2015  

Loans

             

Loans under Financial Guarantee

    418,830     353,712  

    418,830     353,712  

Other receivables from financial transactions

             

Special guarantee accounts in the Argentine Central Bank

    403,896     372,988  

Others included in debtors' classification regulations

    1,252     1,247  

    405,148     374,235  

Miscellaneous Receivables

             

Trust guarantee deposits

    22,828     10,416  

Guarantee deposits for Forward Exchange Operations

    7,690     6,902  

Guarantee Deposits for credit cards

    118,740     104,223  

Other guarantee deposits(*)

    5,523     5,702  

    154,781     127,243  

(*)
As of March 31, 2016 and December 31, 2016, the obligation to set up a guarantee amounting to USD 1,000 securing commitments assumed by Banco Banex S.A. (currently absorbed by Banco Supervielle S.A.) as awardee of the former Banco San Luis S.A.—in its capacity as Financial Agent of that province as from August 1, 1996-, is recorded under this caption for a total of 1,000. These assets represent immobilized assets from the point of view of the prudential regulations established by the Argentine Central Bank.

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

8. INCOME FROM INSURANCE ACTIVITIES

        The composition of item "Income from insurance activities" as of March 31, 2016 and 2015 are as follows:

Item
  03/31/2016   03/31/2015  

Accrued premiums and charges

    145,461     44,520  

Accrued losses

    (19,462 )   (6,600 )

Production expenses

    (8,076 )   (3,033 )

Total

    117,923     34,887  

9. NON-CONTROLLING INTERESTS

        The composition of "Non-controlling interests" of the group's balance sheet is as follows:

Company
  03/31/2016   12/31/2015  

Banco Supervielle S.A. 

    70,151     66,488  

Sofital S.A. F. e I.I. 

    4,387     4,342  

Total

    74,538     70,830  

        The composition of "Non-controlling interests" of the income statement is as follows:

Company
  03/31/2016   03/31/2015  

Banco Supervielle S.A. 

    (3,662 )   (2,278 )

Sofital S.A. F. e I.I. 

    (387 )   (180 )

Total

    (4,049 )   (2,458 )

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Table of Contents


GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

10. INTEREST IN CAPITAL STOCK AND VOTING PERCENTAGE

        Grupo Supervielle S.A's interest in the capital stock of its controlled companies as of March 31, 2016 and December 31, 2015 is as follows:

 
   
   
   
  Percentage of interest in
capital stock and votes
 
Company
  Condition   Legal Address   Main Activity   03/31/2016   12/31/2015  

Banco Supervielle S.A. 

  Controlled   Bartolomé Mitre 434, Ciudad Autónoma de Buenos Aires, Argentina,   Commercial Bank     97.39 %(1)   97.39 %(1)

Cordial Compañía Financiera S.A. 

  Controlled   Reconquista 320, Ciudad Autónoma de Buenos Aires, Argentina   Financial Company     97.52 %   97.52 %

Tarjeta Automática S.A. 

  Controlled   Bartolomé Mitre 434, 5° Piso, Ala Este, Ciudad Autónoma de Buenos Aires, Argentina,   Credit Card     99.68 %   99.68 %

Supervielle Asset Management S.A. Sociedad Gerente de FCI

  Controlled   Bartolomé Mitre 434, 3° Piso, Ala Este, Ciudad Autónoma de Buenos Aires, Argentina   MTF Managing Agent     99.75 %   99.75 %

Cordial Microfinanzas S.A. 

  Controlled   Reconquista 320,1° Piso, Ciudad Autónoma de Buenos Aires, Argentina   Microfinances     99.67 %   99.67 %

Sofital S.A.F. e I.I. 

  Controlled   Bartolomé Mitre 434, 4° piso, Ciudad Autónoma de Buenos Aires, Argentina   Financial operations and administration of securities     95.03 %   95.03 %

Espacio Cordial de Servicios S.A. 

  Controlled   San Martín 719, 1° Piso, Ciudad de Mendoza   Trading of products and services     99.75 %   99.75 %

Supervielle Seguros S.A. 

  Controlled   Reconquista 320, 1° Piso, Ciudad Autónoma de Buenos Aires, Argentina,   Insurance Company     99.75 %   99.75 %

(1)
Grupo Supervielle S.A.'s interest, direct or indirect, of votes in Banco Supervielle amounts to 97,36% as of 03/31/16 and 12/31//15

11. FINANCIAL TRUSTS

        Below is a detail of the financial trust where Grupo Supervielle S.A acts as a trustee or as a settler:

As Trustee:

Trustee: Banco Supervielle

        Supervielle Global Trust Confiance Program

        At present, Banco Supervielle S.A. does not act as Financial Trust Trustee

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Table of Contents


GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

11. FINANCIAL TRUSTS (Continued)

Banex Créditos IV Financial Trust

Trustee: Banco Supervielle

        Supervielle Global Trust Asset Backed Securities Program.

Financial Trust
  Set up on   Value initially
assigned
in trust
  Securities issued and last maturity   Holdings
Book Value
BANEX IV   03/19/2004     30,012   VDFA
VN$21,000
Mat: 01/20/05
  VDFB
VN$6,000
Mat: 04/20/05
  CP
VN$3,000
Mat.: 04/20/07
  In liquidation

Guarantee Management Trusts

Trustee: Banco Supervielle.

Trust
  Indenture
executed on
  Trustee
substitution
date
  The principal
obligation
expires on
  Original
principal
amount
  Principal
balance
  Beneficiaries   Settlers

Credimas

  01/11/2013       01/25/2017     16,000     13,954   Banco Supervielle S.A.   Credimas S.A.

        As a result of the merger with Banco Regional de Cuyo S.A. effective on November 1, 2010, the Bank took in charge the following trust funds in which former Banco Regional de Cuyo S.A. acted as trustee:

    Mendoza Trust:    In liquidation phase, since it has fulfilled the contract period, but is pending the completion of several acts that derive from the trustee. The liabilities recorded, mainly originating from the exclusion of assets, as of March 31, 2016, amount to 14,131 and have been backed by assets in trust (loans, other miscellaneous loans, and other non-financial assets, etc.) in the amount of 472. This trust will be liquidated following the procedures established by Law 24,441.

    Luján Trust:    The term of the contract has expired and all documentation relating to the liquidation has been delivered. To date, only the final deregistration in tax matters is still pending.

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Table of Contents


GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

11. FINANCIAL TRUSTS (Continued)

As Settler

Publicly offered and listed financial trusts

Supervielle Leasing Financial Trust

Assets in Trust: Lease Agreements

Trustee: TMF Trust Company (Argentina) S.A.

Financial Trust
  Set up on   Value initially
assigned
in trust
  Securities issued and last maturity   Holdings
Book Value
Serie 9(1)   08/21/2013     197,250   VDF TFA
VN$116,377
Mat: 04/20/15
  VDF TVB
VN$36,491
Mat: 02/22/2016
  CP
VN$44,381
Mat: 06/20/2018
  Closing financial statements as of 02/29/2016

Serie 10(1)

 

06/05/2014

 

 

211,200

 

VDF TVA
VN$147,833
Mat: 08/22/2016

 

 

 

CP
VN$63,357
Mat: 03/20/2019

 

CP 73,796

Serie 11(1)

 

09/26/2014

 

 

133,466

 

VDF TV
VN$93,426
Mat: 03/20/2017

 

 

 

CP
VN$40,039
Mat: 10/21/2019

 

CP 41,545

(1)
Securities issued under Supervielle Confiance 3 Program

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Table of Contents


GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

11. FINANCIAL TRUSTS (Continued)

Supervielle Créditos Financial Trust

Assets in Trust: Personal Loans

Trustee: Equity TMF Trust Company (Argentina) S.A.

Financial Trust
  Set up on   Value initially
assigned
in trust
  Securities issued and last maturity   Holdings
Book Value
Series 76(2)(3)   02/06/2014     200,001   VDF TV
VN$232,500
Mat: 04/20/16
    CP
VN$17,500
Mat: 11/21/16
  Closing financial statements as of 02/29/2016

Series 78(1)(3)

 

04/07/2014

 

 

250,006

 

VDF TV
VN$232,500
Mat: 06/20/16

 


 

CP
VN$17,500
Mat: 03/20/17

 

Closing financial statements as of 03/31/2016

Series 80(1)(3)

 

06/30/2014

 

 

250,016

 

VDF TV
VN$232,500
Mat: 07/20/16

 


 

CP
VN$17,500
Mat: 02/20/17

 

CP 33,559

Series 81(1)(3)

 

08/13/2014

 

 

250,010

 

VDF TV
VN$232,500
Mat: 09/20/16

 


 

CP
VN$17,500
Mat: 06/20/17

 

VDF TV 2,711
CP 53,494

Series 82(1)(3)

 

09/26/2014

 

 

250,004

 

VDF TV
VN$232,500
Mat: 09/20/16

 


 

CP
VN$17,500
Mat: 06/20/17

 

CP 29,415

Serie 83(1)(3)

 

11/21/2014

 

 

250,002

 

VDF TV A
VN$232,500
Vto: 02/20/17

 


 

CP
VN$17,500
Vto: 09/20/17

 

VDF TV 17,052

Series 84(1)(3)

 

11/21/2014

 

 

250,003

 

VDF TV
VN$232,500
Mat: 03/20/17

 


 

CP
VN$17,500
Mat: 12/20/17

 

VDF TV 15,495
CP 28,624

Series 85(1)(3)

 

10/19/2014

 

 

250,010

 

VDF TV A
VN$232,500
Mat: 09/20/17

 


 

CP
VN$17,500
Mat: 09/20/17

 

CP 30,774

Series 86(1)(3)

 

03/11/2015

 

 

250,009

 

VDF TV
VN$232,500
Mat: 02/2017

 


 

CP
VN$17,500
Mat: 10/2017

 

CP 28,112

Series 88(1)(4)

 

07/23/2015

 

 

220,004

 

VDF TV A
VN$213,400
Mat: 11/20/17

 

VDF TV B
VN$6,600
Mat: 01/22/18

 


 

VDF TV 30,750

Series 89(1)(3)

 

09/04/2015

 

 

250,005

 

VDF TV A
VN$240,000
Mat: 10/20/17

 


 

CP
VN$10,000
Mat: 11/20/18

 

VDF TV 72,778

Series 90(1)(4)

 

10/19/2015

 

 

250,019

 

VDF TV A
VN$240,000
Mat: 10/20/17

 


 

CP
VN$10,000
Mat: 04/20/18

 

VDF TV 63,226
CP 12,442

Series 91(1)(4)

 

11/19/2015

 

 

300,003

 

VDF TV A
VN$288,000
Mat: 11/20/17

 


 

CP
VN$12,000
Mat: 05/21/18

 

VDF TV 110,953
CP 15,151

Series 92(2)(4)

 

12/18/2015

 

 

300,004

 

VDF TV A
VN$270,000
Mat: 09/20/17

 


 

CP
VN$30,000
Mat: 06/20/18

 

VDF TV 38,876
CP 38,578

(1)
Securities issued under Supervielle Confiance Program 3,

(2)
Securities issued under Supervielle Confiance Program 4,

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Table of Contents


GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

11. FINANCIAL TRUSTS (Continued)

(3)
Personal loans originated or subsequently acquired by Banco Supervielle and granted to ANSES retirees and pension and San Luis public administration employees for which Banco Supervielle, in its own name, processes and pays retirement and pension benefits.

(4)
Personal loans originated by Banco Supervielle for ANSES retirees and employees,

Supervielle Renta Inmobiliaria Financial Trust

        Assets in trust: real state and the proceeds from their rentals and/or sales

        Trustee: TMF Trust Company (Argentina) S. A.

Series
  Set up on   Initial Amount in Trust   Securities issued and final maturity   Holdings
Book Value
Series I(1)   11/08/2007   USD 14,336   VDF
VNU$S 10,035
Mat: 11/05/17
  CP VN
U$S 4,300
Mat 11/05/17
  VDF 95,117
CP 30,760

(1)
Issued under Supervielle Confiance Program

Cordial Compañía Financiera Crédito Financial Trust

Assets in trust: Personal Loans

Trustee: TMF Trust Company (Argentina) S.A.

Series
  Set up on   Initial Amount
in Trust
  Participation
Certificates Value in
pesos as of 03/31/16
  Debt Securities
Value in pesos as
of 03/31/16
 

Series VIII

  06/23/2015     182,860     53,802      

Series IX

  09/17/2015     199,475     54,397     26,160  

Series X

  11/26/2015     174,260     49,749      

Total

              157,948     26,160  

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Table of Contents


GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

12. MUTUAL FUNDS

        As of March 31, 2016 and December 31, 2015, Banco Supervielle S.A. is the depository of the Mutual Funds managed by Supervielle Asset Management S.A. Sociedad Gerente de F.C.I. In accordance with CNV General Resolution No. 622/13, below are the portfolio, net worth and number of units of the Mutual Funds mentioned above.

 
  Assets under
management
  Net Worth   Number of shares  
Mutual Fund
  03/31/2016   12/31/2015   03/31/2016   12/31/2015   03/31/2016   12/31/2015  

Premier Renta C.P. Pesos

    1,036,142     1,592,916     1,034,522     1,589,633     228,445,884     367,556,276  

Premier Renta Plus en Pesos

    576,630     59,681     563,721     59,403     143,696,670     16,572,604  

Premier Renta Fija Ahorro

    2,861,561     2,345,263     2,795,619     2,304,719     240,853,271     213,621,411  

Premier Renta Fija Crecimiento

    456,605     549,197     431,612     408,413     69,136,218     73,517,555  

Premier Renta Variable

    126,087     120,431     125,649     119,562     15,210,033     15,478,533  

Premier FCI Abierto Pymes

    569,178     547,271     559,843     546,437     248,372,205     249,064,658  

Premier Commodities Agrarios

    2,696     2,487     1,343     1,384     697,706     779,440  

Premier Capital

    264,550     446,027     222,799     292,776     121,105,402     178,863,770  

        The above mutual fund portfolios have been recorded under Control Memorandum Accounts—Others.

13. FINANCIAL DEBT, LOANS AND GUARANTEE LINES HELD WITH LOCAL AND INTERNATIONAL ENTITIES

        The following is a description of the main financial and guarantee lines as of March 31, 2016:

CORDIAL MICROFINANZAS S.A.

    Capital Stock Financial Trust ("FONCAP S.A.")

        On September 20, 2010, Cordial Microfinanzas S.A. entered into a financing agreement with FONCAP S.A., for a total amount of 2,500. Said company shall pay back the required capital in 12 quarterly and consecutive installments, having started the payment of such installments on December 17, 2011. The debt accrues interests at BADLAR rate for 30-to-35-day fixed term deposits and over a million pesos for private banks, with an additional of 500 basic points. Interests are paid on a monthly basis, having recorded the first maturity on November 17, 2010.

        In turn, on September 14, 2011 and November 8, 2011, Cordial Microfinanzas S.A. entered into financing agreements with FONCAP S.A., for total amounts of 1,500 each; principals to be paid in 8 quarterly and consecutive installments of 187 for each granted line, having started the payment of such installments on December 17, 2012 and February 17, 2013, respectively. The debt accrues interests at BADLAR rate for 30-to-35-day fixed term deposits and over a million pesos for private banks, with an additional of 500 basic points.

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Table of Contents


GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

13. FINANCIAL DEBT, LOANS AND GUARANTEE LINES HELD WITH LOCAL AND INTERNATIONAL ENTITIES (Continued)

        Furthermore, on October 2, 2012, a new mutual agreement was entered into between FONCAP S.A. and Cordial Microfinanzas S.A., for a total redeemable debt of 2,000 in 10 equal, quarterly and consecutive installments, in pesos, recording the first maturity on July 17, 2014. Badlar is the applicable rate for private banks for 30-to-35-days fixed term deposits plus the 5%. Interests are payable on a monthly basis as from November 12, 2012. It is worth to be mentioned that as of the issuance of these financial statements, four installments of 200 each have been paid.

        As of March 31, 2016 and December 31, 2015, the Group records 8,692 and 10,283, respectively under Other Liabilities for Financial Transactions.

BANCO SUPERVIELLE S. A.:

    Inter-American Development Bank (IDB)

        In May 2009, Banco Supervielle S.A. entered into agreement within the framework of IDB's Trade Finance Facilitation Program. Banco Supervielle S.A. the line of credit granted to Banco Supervielle S.A. for USD 15,000,000 (United States dollars fifteen million) under this program shall be used to cover risks inherent in the confirmation of letters of credit, promissory notes, bid guarantees, and other similar instruments used in international business operations.

        As of March 31, 2016, operations under way with coverage of the aforementioned agency within the agreement framework mentioned above amounted to USD 308,400 (USD three hundred and eight thousand and four hundred). As of December 31, 2015, amounted to USD 4,666,210 (USD four million six hundred and sixty six thousand and two hundred and ten).

        The agreement entered into with the IDB is subject to compliance with certain financial covenants, certain positive and restrictive covenants, certain do and not do obligations and reporting requirements.

        As of March 31, 2016 and December 31, 2015, the Bank is in compliance with the aforementioned commitments, requirements and obligations.

    International Financial Corporation (IFC)

        In April 2007, the Bank entered into an agreement under the IFC-World Bank Group global financial exchange program whereby the latter entity may issue a guarantee in favor of a correspondent bank, thus hedging the Bank's payment obligations generated by import or export operations with its customers.

        As of March 31, 2016, in-force operations with coverage of the aforementioned agency pursuant to the agreement specified in the previous paragraph amounted to USD 3,771,115.76 (USD three million seven hundred and seventy one thousand and one hundred fifteen with seventy six cents) and as of December 31, 2015, such operations amounted to USD 1,916,821.57 (USD one million nine hundred sixteen thousand and eight hundred twenty one with fifty seven cents).

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

13. FINANCIAL DEBT, LOANS AND GUARANTEE LINES HELD WITH LOCAL AND INTERNATIONAL ENTITIES (Continued)

        The agreement signed with the IFC is subject to compliance with certain covenants, the regular remittance of information and certain financial ratios regarding creditworthiness, credit risk, immobilization of assets, exposure to foreign currency and interest rate risk.

        As of March 31, 2016 and December 31, 2015, the Bank is in compliance with the aforementioned commitments, requirements and obligations.

CORDIAL COMPAÑIA FINANCIERA S.A.:

    Syndicated Loans:

        On June 22, 2015, Cordial Compañía Financiera S.A. entered into the so-called "Sindicado IV" loan with the following banks for 110,000, which accrues floating interests at Badlar private corrected rate plus 5.5 basic points. The loan will be in force until December 22, 2016, and principal will be amortized in 12 monthly installments with a 6-month grace period. Interest was paid on a quarterly basis. The loan was managed by Banco de Servicios y Transacciones S.A.

Bank
  Proportional
Participation
 

Banco de Servicios y Transacciones S.A. 

    22,500  

Banco Ciudad de Buenos Aires

    30,000  

BACS Banco de Crédito y Securitización S.A. 

    20,000  

Banco Mariva S.A. 

    15,000  

Banco Industrial S.A. 

    10,000  

Banco Saenz S.A. 

    7,500  

Banco Meridian S.A. 

    5,000  

14. DERIVATIVES

        As of March 31, 2016 and December 31, 2015, the following operations related to derivative financial instruments were in effect:

a)    Futures and forwards, without delivery of underlying assets:

    Futures with underlying: Foreign Currency

        Futures with underlying foreign currency: Include forward foreign currency index negotiation operations without delivery of underlying assets, carried out in the Mercado Abierto Electrónico (MAE) and Mercado a Término de Rosario (ROFEX). The general settlements of these operations are made effective on a daily basis, in pesos, on the difference between the applied closing price of the

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

14. DERIVATIVES (Continued)

underlying asset and the same price of the previous day (or agreed upon price), expensing the difference against each year results.

Contract maturity
  Type of contract   Amount USD   Total local currency  

04-29-2016

  Purchase     49,400,000     741,000  

05-31-2016

  Purchase     10,000,000     154,133  

Total as of March 31, 2016

        59,400,000     895,133  

Total as of December 31, 2015

        85,500,000     1,181,881  

 

Contract maturity
  Type of contract   Amount USD   Total local currency  

04-29-2016

  Sale     10,000,000     150,000  

05-31-2016

  Sale     10,000,000     154,133  

Total as of March 31, 2016

        20,000,000     304,133  

Total as of December 31, 2015

        64,670,000     890,079  

    Forwards with underlying: Gold

        Include foreign currency and gold purchase and sale operations carried out with customers and financial entities abroad without delivery of underlying assets, The settlement of these operations is made effective upon operation maturity, on the difference between the agreed upon price of the underlying assets and the price of said assets on the contract maturity date, expensing the difference against period or year results,

Contract maturity
  Type of contract   Amount USD   Total local currency  

04-29-16

  Purchase     520,000     7,800  

Total as of March 31, 2016

        520,000     7,800  

Total as of December 31, 2015

             

 

Contract maturity
  Type of contract   Amount USD   Total local currency  

04-29-16

  Sale     1,055,575     15,834  

Total as of March 31, 2016

        1,055,575     15,834  

Total as of December 31, 2015

             

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

14. DERIVATIVES (Continued)


Contract maturity
  Type of contract   Amount in Gold
(Ounces)
  Total local currency  

06-30-16

  Sale     1,200     21,621  

Total as of March 31, 2016

        1,200     21,621  

Total as of December 31, 2015

        1,200     16,566  

        Balances representing these items are recorded under "Memorandum Accounts—Debit—Derivatives—Notional value of forward operations without delivery of the underlying asset", for purchase contracts, and in "Memorandum Accounts—Credit—Derivatives—Notional value of forward operations without delivery of the underlying asset", for sale contracts-.

        The result produced in periods ended on March 31, 2016 and 2015 from transactions involving this type of instruments amounts to 84,141 and 1,092 respectively.

        The objective pursued by the transaction involving futures in foreign currency is to mitigate variations in profitability from the exposure of assets and liabilities in foreign currency and to hedge part of the Bank's net worth in foreign currency. The hedge is effective whenever the maturity of the future is similar in assets and liabilities to be protected. Thus, the aim is to hedge the foreign exchange risk in the current value of assets and liabilities denominated in foreign currency.

b)    Options:

1,—Call options:

    1.1.    Of shares:

        As of March 31, 2016, and December 31, 2015 there were no balances from purchase options of shares.

        While there were no results involving this type of instrument during the three-month period ended March 31, 2016, the gain recorded in the period ended of March 31, 2015 amounted to 483.

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

14. DERIVATIVES (Continued)

c)     Reverse repurchase agreements and repurchase agreements:

        As of December 31, 2015, no balances for reverse operations were recorded.

        As of March 31, 2016 the balances recorded for reverse operations are the followings:

Type
  Type of contract   Maturity Date   Term   Nominal Value   Closing Value  

AY16P BONAC MAY

  Reverse repo   04/01/2016   1     10,000,000     10,370  

L11Y6 LEBAC INT

  Reverse repo   04/01/2016   1     620,000,000     590,054  

H20A6 LEBAC $ V

  Reverse repo   04/01/2016   1     50,000,000     49,191  

H06A6 LEBAC $ V

  Reverse repo   04/01/2016   1     50,000,000     49,750  

H13A6 LEBAC $ 1

  Reverse repo   04/01/2016   1     50,000,000     49,395  

H04Y6 LEBAC $ V

  Reverse repo   04/01/2016   1     32,000,000     30,906  

H27A6 LEBAC $ V

  Reverse repo   04/01/2016   1     50,000,000     48,633  

L27L6 LEBAC IN

  Reverse repo   04/01/2016   1     42,500,000     34,495  

Total as of March 31, 2016

                904,500,000     862,794  

Total as of December 31, 2015

                     

        The gain from reverse repo transactions in the period ended on March 31, 2016 and 2015 amounts to 4,687 and 612, while the loss from repo transactions amounts to 9,022 and 12,183, respectively.

15. STATEMENT OF CASH FLOWS

        The Statement of Cash Flows as of March 31, 2016 and 2015 explains variations in cash and cash equivalents. To that end, it was considered the total balance of the caption Cash and Due from Banks plus Government Securities (listed securities issued by the Argentine Central Bank and repo transactions and other listed Government Securities issued by the National Government, which are also assigned to repo transactions) and Other receivables from financial transactions (Mutual funds and Time deposits with maturity of at least 90 days), as detailed in the following table:

Item
  03/31/2016   03/31/2015  

Cash and Due from Banks

    3,766,918     4,118,875  

Listed securities issued by the Argentine Central Bank for the Bank's own portfolio for short-term reverse repo transactions

    1,397,120     454,907  

Listed corporate securities for short-term reverse repo transactions

    10,370     7,416  

Mutual Funds

    75,071     121,777  

Time deposits

        4,154  

Cash and cash equivalents

    5,249,479     4,707,129  

        Securities issued by the Argentine Central Bank (Listed securities issued by the Argentine Central Bank short-term repo transactions) and Listed Government Securities for reverse repo transactions are

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

15. STATEMENT OF CASH FLOWS (Continued)

held to meet short-term commitments and, from the point of view of their realization, they meet the requirements established by Argentine Central Bank regulations as they are easily convertible into cash since they have market price and volatility ratios published.

        Reconciliation between Balance Sheet balances and items considered as Cash and Cash Equivalents:

Items
  03/31/2016   03/31/2015  

Cash and Due from Banks

             

—As per Balance Sheet

    3,766,918     4,118,875  

—As per Statement of Cash Flows

    3,766,918     4,118,875  

Government and Corporate Securities

             

a)    Securities issued by the Argentine Central Bank

             

—As per Balance Sheet

    3,206,106     760,324  

Listed securities issued by the Argentine Central Bank and repo transactions

    (1,808,986 )   (305,417 )

—As per Statement of Cash Flows

    1,397,120     454,907  

b)    Holding of trading securities

             

—As per Balance Sheet

    66,935     171,322  

—Government securities not considered as cash or equivalents

    (56,565 )   (163,906 )

—As per Statement of Cash Flows

    10,370     7,416  

Other Receivables from Financial Transactions

             

a)    Mutual Fund Investment

             

As per Balance Sheet—Others not included in Debtors' classification regulations

    1,264,202     1,191,567  

Other Assets

    (1,189,131 )   (1,069,790 )

As per Statement of Cash Flow

    75,071     121,777  

b)    Time deposits

             

As per Balance Sheet—Others included in Debtors' classification regulations          

    489,153     229,160  

Others financings

        (352 )

Accrued commission

        (109,353 )

Others

    (489.153 )   (115,301 )

As per Statement of Cash Flow

        4,154  

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

16. CAPITAL MARKETS LAW

        On December 27, 2012, Capital Markets Law N° 26,831, established an integral reform to the public offering regime, set by Law N° 17,811. Among other issues, this law, related to the activity of the Company, includes the extension of the National State's regulatory powers within public offering, through the National Securities Commission, concentrating in this entity, authorization, supervision and auditing powers, disciplinary and regulating powers regarding all capital market players; and the removal of the obligation of being a market shareholder to operate as an intermediary agent in such market, allowing other players, and assigning the National Securities Commission to authorize, register and regulate the different agent categories.

        On August 1, 2013, the official bulletin released Decree 1023/2013, which partially regulated the Capital Market Law and on September 9, 2013, the Official Bulletin released General Resolution N°622 issued by the National Securities Commission, passing the relevant ruling.

        Said ruling implements an acting agent register in the capital market. Pursuant to said ruling, in order to participate in the regulated activities, it is necessary to be registered as agent before or on June 30, 2014.

        Up to the date of these financial statements Banco Supervielle S.A. has obtained the relevant license number to act as Compensation and Settlement Agent and Integral Negotiation Agent.

17. CREDIT LINE FOR PRODUCTIVE INVESTMENT

        As from 2012, the Argentine Central Bank determined that certain financial entities shall allocate a minimum amount in the financing of investment projects oriented to the acquisition of assets and/or the construction of the necessary facilities for the production of goods and/or services and the marketing of goods and the financing of working capital related to MiPyMEs (small and medium size firms) investment projects and/or against the discount of deferred payment checks on MiPyMEs, among other purposes set forth in the Argentine Central Bank's regulation.

        On December 31, 2015 and enforceable as from January 4, 2016, the Argentine Central Bank passed Communication "A" 5874, which sets new regulations on "Financing Line for financial production and inclusion" (thus redefining its name) and "Non-financial public sector financing". The following are some of the main changes regarding such regulation: a) the amount assigned to financing was increased to 14% of the non-financial private sector deposits in pesos, calculated over the monthly average of November-2015 daily balances, b) the type of assets to be financed was widened and c) the maximum interest rate applicable to such lines was increased.

        As of the date of these financial statements Banco Supervielle S.A. has complied with the granting and imbursement of the second tier of the required amount for the year 2015 and continues granting new lines within the frame of the aforementioned Communication, with due date on June 30, 2016.

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Consolidated Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

18. PROTECTION TO USERS OF FINANCIAL SERVICES (Communications "A" 5460, 5590, 5591, 5592, 5853, 5927 and 5928)

        On July 19, 2013, the Argentine Central Bank issued communication "A" 5460, which became effective on September 30, 2013, and by means of which financial entities are urged to apply their customer charges and commissions that account for a real, direct, provable and economically and technically grounded cost.

        On June 10, 2014, the Argentine Central Bank issued Communication "A" 5590 addressing "Interest Rates in Credit Operations", which regulated all financing services in pesos except from checking account advance payments, credit card financings and mortgage loans.

        Pursuant to communication "A" 5853, issued on December 17, 2015 by the Argentine Central Bank, compensating interest rates shall be set up freely among financial entities and their clients, taking into account—when applicable—provisions set by specific regimens.

        As of March 21, 2016 the Argentine Central Bank issued Communications "A" 5927 and 5928 which established starting April 1, 2016, that all savings accounts will be free of charge, including the use of debit cards and transfers made by individuals through ATMs or internet banking. Moreover, pursuant to Communication "A" 5928, financial institutions will be able to increase its fees for up to 20% between January 1, 2016 and September 1, 2016, and with no limitations for paid services and products after that date, always giving a 60-day prior notice.

19. RULING N° 629 ISSUED BY THE NATIONAL SECURITIES COMMISSION

        Pursuant to General Ruling N° 629 issued by the National Securities Commission, supporting documentation of our accounting and administration operations for the fiscal years 2012, 2013, 2014, 2015 and for the three-month period ended March 31, 2016, accounting books since September 2012 up to date and all corporate books are safeguarded in the registered headquarters.

        Any other documentation or book, older than the date specified above for each case, is safeguarded by the firm AdeA S.A., whose warehouse is located on Ruta Provincial N°36, Km 31,5, Bosques, Partido de Florencio Varela, Buenos Aires Province.

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SCHEDULE I
(Consolidated)


GRUPO SUPERVIELLE S.A.

GOVERNMENT AND CORPORATE SECURITIES

As of March 31, 2016 and December 31, 2015

(In thousands of pesos)

 
  03/31/2016   12/31/2015  
NAME
  CODE   AMOUNT   AMOUNT  

HOLDINGS OF TRADING SECURITIES

                 

—Argentine

                 

Argentine Bond for Development BAADE USD 4% Due,16

  05456         7,579  

Argentine Sovereign Bond $ Badlar+200 BONAR 2016

  05460     5,952     6,150  

National Treasury Bond Due 09/30/2016 BONAC

  05313     6,106     6,345  

Argentine Sovereign Bonds USD 1.75% BONAD 2016

  05461     7,248     13  

National Treasury Bond Due 05/09/2016 BONAC

  05314     10,370     10,145  

Argentine Sovereign Bonds U$S 1.75% BONAD 2017

  05464         56,504  

Bono Nación Arg, USD 0.75% BONAD 09-2017

  05465     1,193      

Argentine Sovereign Bonds in dollars 7% Due, 2017

  05436     1,752     54,025  

Argentine Sovereign Bonds USD 2.4% BONAD 2018

  05462     7,722     79,203  

Argentine Sovereign Bonds USD 8.75% 2024

  05458     15,682     183  

Argentine Republic Bonds With Discount USD 8.28% 2033

  45700     10,909     8,446  

Bonos de Consolidación Serie 6 $ at 2%

  02420     1      

Otros

          1,034  

Total holdings of trading securities

        66,935     229,627  

SECURITIES ISSUED BY THE ARGENTINE CENTRAL BANK

                 

Central Bank Bills—for reverse repo transactions

  Several     852,424      

Central Bank Bills—at fair value

  Several     544,696     645,218  

Central Bank Bills—at amortized cost

  Several     1,808,986     46,028  

Total Securities Issued by the Argentine Central Bank

        3,206,106     691,246  

INVESTMENTS IN LISTED CORPORATE SECURITIES

                 

—Domestic

  Several     12,151     11,008  

Total Investments In Listed Corporate Securities

        12,151     11,008  

TOTAL GOVERNMENT AND CORPORATE SECURITIES

        3,285,192     931,881  

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SCHEDULE II
(Consolidated)

GRUPO SUPERVIELLE S.A.
UNLISTED EQUITY INVESTMENTS
As of March 31, 2016 and December 31, 2015
(Expressed in thousands pesos)

Name
  Shares
and Units
Class
  F,V per
unit
  Votes
per
share
  Number   03/31/2016   12/31/2015   Main Activity   Year
closing
date
  Capital   Shareholders'
equity
  Net income
(loss) for
the year
 

Mercado Abierto Electrónico SA(1)

  Ord,     1,200     1     2     61     61   OTHER SERVICES     12/31/2015     242     85,710     48,325  

SEDESA(1)(2)

  Ord,     1     1     38,660     39     36   OTHER SERVICES     12/31/2015     1,000     41,747     13,808  

Argencontrol S.A.(1)

  Ord,     1     1     20,000     25     25   OTHER SERVICES     12/31/2014     700     2,280     645  

Compensadora Electrónica S.A.(1)

  Ord,     1     1     21,742     33     33   OTHER SERVICES     12/31/2014     1,000     3,874     593  

Provincanje S.A.(1)

  Ord,     1     1     600,000     684     684   OTHER SERVICES     12/31/2015     7,200     6,047     234  

Mendoza Fiduciaria S.A.(1)

  Ord,     1,000     1     40     40     40   OTHER SERVICES     12/31/2015     4,000     7,296     (209 )

Cuyo Aval S.G.R(1)

  Ord,     100     1     100     10     10   OTHER SERVICES     12/31/2014     617     87,063     635  

Viñas del Monte S.A. 

  Ord,     10     1     1     7,670     7,670   AGRICULTURAL CROPS     12/31/2014     12     1,808     (2,160 )

San Luis Trading S.A.(1)

  Ord,     1,000     5     25     51     51   OTHER SERVICES     12/31/2008     675     839     14  

SWIFT(1)

  Ord,     126     1     9     1     1   COMMUNICATIONS     12/31/2005     50,367     808,393     27,982  

Infocred Argentina S.A. 

  Ord,     1     1     2,127     36     36   OTHER SERVICES     12/31/2011     22,798     6     (31 )

Less: Allowances

                          (251 )   (173 )                            

Total

                          8,399     8,474                              

(1)
Shares do not exceed the 5% of issuing companies' capital stock, 2) The issuer's initial capital stock amounts to $1,000,000, 3) No shares are recorded in Garantizar SGR, Campo Aval SGR, Los Grobo SGR, Vínculos SGR, Afianzar SGR. Garantía de Valores SGR, Americana de Valores SGR, Acindar Pymes SGR and AFFIDAVIT SGR because as a whole do not exceed $1,

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SCHEDULE III
(Consolidated)


GRUPO SUPERVIELLE S.A.

INTANGIBLE ASSETS

As of March 31, 2016 and December 31, 2015

(Expressed in thousands of pesos)

Item
  Value at the
beginning of
fiscal year
  Increases   Transfers   Withdrawals   Amortization
of the period
  Residual
Value at
03/31/2016
  Residual
Value at
12/31/2015
 

Other intangibles

    211,196     14,518     6,581     (13 )   (25,911 )   206,371     211,196  

Goodwill

    40,760                 (2,326 )   38,434     40,760  

TOTAL

    251,956     14,518     6,581     (13 )   (28,237 )   244,805     251,956  

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SCHEDULE IV
(Consolidated)


GRUPO SUPERVIELLE S.A.

ASSETS AND LIABILITIES IN FOREIGN CURRENCY

As of March 31, 2016 and December 31, 2015

(Expressed in thousands of pesos)

 
  03/31/2016   12/31/2015  
CAPTIONS
  Total   Euro   Dollar   Others   Total  

ASSETS

                               

Cash and Due from Banks

    1,392,027     55,832     1,266,484     69,711     1,775,819  

Government and corporate securities

    335,910         335,910         205,953  

Loans

    844,926     405     844,469     52     749,471  

Other receivables from financial transactions

    29,705     377     29,324     4     29,602  

Receivables from financial leases

                     

Unlisted equity investments

    1     1             1  

Miscellaneous receivables

    122,255     15     122,236     4     98,767  

Unallocated items

                    13,350  

TOTAL

    2,724,824     56,630     2,598,423     69,771     2,872,963  

LIABILITIES

                               

Deposits

    1,953,711     17,782     1,935,929         1,330,637  

Other liabilities from financial transactions

    420,808     26,239     393,901     668     407,938  

Miscellaneous liabilities

    41         41         35  

Subordinated Loan and negotiable obligations

    1,282,462         1,282,462         1,125,853  

Unallocated items

    3,898         3,898         1,012  

TOTAL

    3,660,920     44,021     3,616,231     668     2,865,475  

MEMORANDUM ACCOUNTS

                               

DEBIT (except from Contra Items)

                               

Contingent

    813,154     11,050     802,104         730,700  

Control

    1,110,476     22,195     1,062,872     25,409     902,524  

Derivatives

                    155,760  

CREDIT (except from Contra Items)

                               

Contingent

    208,768     17,494     190,768     506     154,041  

Derivatives

    21,621         21,621         16,566  

TOTAL

    2,154,019     50,739     2,077,365     25,915     1,959,591  

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SCHEDULE V
(Consolidated)


GRUPO SUPERVIELLE S.A.

PREMISES AND EQUIPMENT AND MISCELLANEOUS ASSETS

As of March 31, 2016 and December 31, 2015

(Expressed in thousands of pesos)

 
  03/31/2016   12/31/2015  
 
   
   
   
   
  Depreciations of
the period
   
   
 
 
  Residual
value at
the beginning
of fiscal year
   
   
   
  Residual
value at
period end
closing
  Residual
value at
fiscal year
closing
 
Item
  Additions   Transfers   Withdrawals   Assigned
useful life
years
  Amount  

PREMISES AND EQUIPMENT

                                                 

Real State

    25,803     1,997         (1,290 )   50     (378 )   26,132     25,803  

Furniture and fittings

    55,220     5,041     430         10     (2,617 )   58,074     55,220  

Machinery and equipment

    97,624     36,438     13     (7 )   5     (13,444 )   120,624     97,624  

Vehicles

    14,508     232         (65 )   5     (1,095 )   13,580     14,508  

Vehicles acquired through financial lease

    319                         319     319  

TOTAL

    193,474     43,708     443     (1,362 )         (17,534 )   218,729     193,474  

MISCELLANEOUS ASSETS

                                                 

Construction in progress

    41,822     5,238     (6,911 )               40,149     41,822  

Advances for purchase

    2,970     2,611     (75 )   (2,407 )           3,099     2,970  

Works of Art

    2,486                         2,486     2,486  

Assets taken as Guarantee for loans

    337                     (1 )   336     337  

Stationery and other supplies

    11,864     1,541         (2,617 )           10,788     11,864  

Other Miscellaneous Assets

    456,191     44,304     (39 )   (55,588 )       (1,987 )   442,882     456,191  

TOTAL

    515,670     53,694     (7,025 )   (60,612 )       (1,988 )   499,740     515,670  

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LOGO


Parent Company Financial Statements

For the three-month period ended
March 31, 2016, presented on comparative basis

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GRUPO SUPERVIELLE S.A.

Unaudited Balance Sheet

As of March 31, 2016 and December 31, 2015

(Expressed in thousands of pesos)

 
  03/31/2016   12/31/2015  

ASSETS

             

CURRENT ASSETS

             

Cash and due from banks (Notes 3.1)

    170     3,485  

Short-term investments (Schedule I)

    8     43,720  

Tax credits (Notes 3.1 y 4)

    51      

Other receivables (Notes 3,2 y 4)

    8,285     35,965  

TOTAL CURRENT ASSETS

    8,514     83,170  

NON-CURRENT ASSETS

             

Tax credits (Notes 3.2 y 4)

    9,294     1,637  

Other receivables (Notes 3.3 y 4)

    1,134     1,211  

Long-term investments (Schedule I)

    2,991,749     2,917,654  

Premises and equipment, net (Schedule II)

         

TOTAL NON-CURRENT ASSETS

    3,002,177     2,920,502  

TOTAL ASSETS

    3,010,691     3,003,672  

LIABILITIES

             

CURRENT LIABILITIES

             

Trade accounts payable (Notes 3.4 and 4)

    2,232     1,002  

Financial indebtedness (Notes 3.5 and 4)

    435,825     473,067  

Taxes payables (Notes 3.6 and 4)

    48     2,448  

Other accounts payable (Notes 3.7 and 4)

    1,490     1,402  

TOTAL CURRENT LIABILITIES

    439,595     477,919  

NON CURRENT LIABILITIES

             

Financial indebtedness (Notes 3.5 and 4)

    22,710     152,043  

TOTAL NON-CURRENT LIABILITIES

    22,710     152,043  

TOTAL LIABILITIES

    462,305     629,962  

SHAREHOLDERS' EQUITY

    2,548,386     2,373,710  

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

    3,010,691     3,003,672  

   

The accompanying Notes and Schedules are an integral part of these financial statements.

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GRUPO SUPERVIELLE S.A.

Unaudited Memorandum Accounts

As of March 31, 2016 and December 31, 2015

(Expressed in thousands of pesos)

 
  03/31/2016   12/31/2015  

Granted guarantees

    2,500     2,510  

Foreign currency forward contracts (Note 11)

        155,760  

Guarantees received from directors

    60     60  

   

The accompanying Notes and Schedules are an integral part of these financial statements.

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GRUPO SUPERVIELLE S.A.

Unaudited Income Statement

For the three-month periods ended March 31, 2016 and 2015

(Expressed in thousands of pesos)

 
  03/31/2016   03/31/2015  

Equity in earnings of controlled companies

    213,953     115,226  

Administrative expenses (Schedule IV)

    (7,417 )   (4,501 )

Other income, net (Note 3.9)

    8,468     6,098  

Financial results, net (Note 3.8)

             

—Generated by assets

    3,249     2,823  

—Generated by liabilities

    (43,577 )   (35,103 )

Income before income tax

    174,676     84,543  

Income tax (Note 8)

         

NET INCOME FOR THE PERIOD

    174,676     84,543  

   

The accompanying Notes and Schedules are an integral part of these financial statements.

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GRUPO SUPERVIELLE S.A.

Unaudited Statement of Changes in Shareholders' Equity

For the three-month periods ended March 31, 2016 and 2015

(Expressed in pesos)

 
  Owners' contributions   Cumulative results    
 
Item
  Capital
stock
  Paid-in
capital
  Sub-total   Legal
reserve
  Optional
reserve
  Retained
earnings
  Total
shareholders'
equity
 

Balances as of December 31, 2014

    124,485     91,543     216,028     24,897     1,103,141     362,920     1,706,986  

Net income for the period

                                  84,543     84,543  

Balances as of March 31, 2015

    124,485     91,543     216,028     24,897     1,103,141     447,463     1,791,529  

 

 
  Owners' contributions   Cumulative results    
 
Item
  Capital
stock
  Paid-in
capital
  Sub-total   Legal
reserve
  Optional
reserve
  Retained
earnings
  Total
shareholders'
equity
 

Balances as of December 31, 2015

    248,970     91,543     340,513     24,897     1,334,191     674,109     2,373,710  

Net income for the period

                                  174,676     174,676  

Balances as of March 31, 2016

    248.970     91.543     340.513     24.897     1.334.191     848.785     2.548.386  

   

The accompanying Notes and Schedules are an integral part of these financial statements.

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GRUPO SUPERVIELLE S.A.

Unaudited Statement of Cash Flow (Note 12)

For the three-month periods ended on March 31, 2016 and 2015

(Expressed in pesos)

 
  03/31/2016   03/31/2015  

CHANGES IN CASH

             

Cash and cash equivalents at the beginning of the year

    22,042     1,657  

Cash and cash equivalents at the end of the period (Note 12)

    178     53,573  

Net (Decrease)/ increase in cash and its equivalents

    (21,864 )   51,916  

Cash flow from operating activities

             

Operating expenses paid

    (7,459 )   (3,758 )

Dividends received

    133,330      

Other operating income received / (expenses paid)

    60,472     (11,705 )

Net cash provided by / (used in) operating activities

    186,343     (15,463 )

Cash flow from investing activities

             

Proceeds from premises and equipment

    1,322     974  

Net cash provided by investing activities

    1,322     974  

Cash flow from financing activities

             

Net financing (paid) / received

    (210,152 )   63,880  

Net cash (used in) / provided by financing activities

    (210,152 )   63,880  

Net financial income from holdings of cash and cash equivalents

    623     2,525  

Net (decrease) / increase in cash and cash equivalents

    (21,864 )   51,916  

   

The accompanying Notes and Schedules are an integral part of these financial statements.

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Financial Statements

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

1. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

1.1.  Preparation of Financial Statements

        These financial statements are expressed in Argentine pesos, and have been prepared in accordance with disclosure and valuation accounting standards set by Technical Pronouncements issued by the Argentine Federation of Economy Sciences Professional Councils, passed by the Economy Sciences Professional Council of the Autonomous City of Buenos Aires, in line with provisions set forth by the National Securities Commission, Title IV, Chapter I, Section I, Article 2, on accounting standards applied by Banco Supervielle S.A's and Cordial Compañía Financiera S.A.'s subsidiaries.

1.2.  Recognition of the effects of inflation

        The Group's financial statements recorded changes in its currency purchasing power as of August 31, 1995. As from such date and until December 31, 2001, the inflation adjustment of financial statements was interrupted as a result of a currency stability period. From January 1, 2002 to March 1, 2003, inflation effects were recorded once again as a result of a new inflation period, having interrupted the inflation adjustment as from said date, pursuant to Decree N° 664/03 issued by the National Executive Power (NEP) and valid professional accounting standards applicable in such moment.

        Argentine professional accounting standards establish that financial statements shall be drawn up including changes in the currency purchasing power pursuant to Technical Pronouncements (T.P.) N° 6 y N° 17, with amendments included by T.P. N° 39 and Interpretation N° 8, standards issued by the Argentine Economy Sciences Professional Council. Pursuant to such standards, the application of inflation adjustments shall become effective within an inflation context, which is featured, among other things, by the existence of an accrued inflation rate over a three-year period or exceeding the 100%, to which ends, the Internal Whole Sale Price Index released by the National Statistics and Census Institute shall be considered. Once such rate is reached, all relevant financial statements shall be re-expressed as from the moment in which such adjustment was interrupted.

        As of these financial statements issuance, such quota has not been reached.

1.3.  Comparative information

        Balances as of December 31, 2015 and over the three-month period ended on March 31, 2015, disclosed in these financial statements to comparative purposes result from financial statements as of such dates.

1.4.  Use of estimates

        The preparation of financial statements as of certain date requires the Group's Management to carry out estimates and evaluations that affect the amount of recorded assets and liabilities and contingent assets and liabilities disclosed at such date, as well as income and expenses recorded in the fiscal year. The Group's management prepares estimates that enable it to calculate at a certain moment, for example, provisions for uncollectable debtors, recoverable value of assets, income tax

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

1. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (Continued)

burden and contingency provisions. Real future results might differ from estimates and evaluations carried out at the date of preparation of these financial statements.

2. MAIN VALUATION CRITERIA

2.1.  Assets and liabilities to be settled in pesos

        Assets and liabilities pending settlement in pesos are stated at their nominal values, contemplating, where applicable, interest and components accrued at the end of each fiscal year, which were expensed against income for each fiscal year. As for receivable and payable balances without related interest rate or without financial set-off, they have been kept at their nominal values which not differ significantly from discounted values.

        The receivable originated by the sale of Adval S. A. have been discounted applying the market rate utilized for similar operations.

2.2.  Assets and liabilities to be settled in foreign currency

        Assets and liabilities in foreign currency were recorded at the applicable rates of exchange in force at the close of operations on the last business day of each fiscal year/period, and, when applicable, accrued interests and financial components were recorded as of such dates, being expensed against income for each period. As for receivable and payable balances without related interest rate or without financial set-off, they have been kept at their nominal values which not differ significantly from discounted values. Exchange rate differences were expensed against income for each period.

2.3.  Investments

Short-term investments

        Argentine Government Securities: As of March 31, 2016 the Group did not record any holding. As of December 31, 2015, have been valued at market value as at the last business day of the fiscal year.

        Mutual Fund Investments: As of March 31, 2016, and December 31, 2015 such investments were valued at the unit price in force on the last business day of the period/year.

Long-term investments

        As of March 31, 2016 and December 31 2015, shares in Banco Supervielle S. A. and Cordial Compañía Financiera S.A. have been valued applying the equity method over financial statements on such dates. These financial statements have been drawn up pursuant to accounting standards set by the Argentine Central Bank, which differ from professional accounting standards in certain respects mentioned in Note 4 on the consolidated financial statements.

        Supervielle Seguros S.A's financial statements have been drawn up pursuant to accounting standards set by National Insurance Superintendence, which differ in fiscal year closing date, which is June 30 of each year, and in certain respects from professional accounting standards. Shares in Supervielle Seguros S.A. as of March 31, 2016 and December 31, 2015 have been valued applying the

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

2. MAIN VALUATION CRITERIA (Continued)

equity method over financial statements over the same period regarding Grupo Supervielle S.A.'s financial statements.

        As of March 31, 2016 and December 31, 2015, shares in Sofital S.A.F.e I.I., Cordial Microfinanzas S.A, Supervielle Asset Management S.A. Sociedad Gerente de F.C.I, Tarjeta Automática S.A. and Espacio Cordial de Servicios S.A. have been valued applying the equity method over financial statements on such dates (See Note 6).

        Financial statements of Banco Supervielle SA, Cordial Compañía Financiera S.A., Sofital S.A.F.e I.I., Cordial Microfinanzas S.A., Supervielle Asset Management S.A.S.G.F.C.I, Tarjeta Automática S.A. and Espacio Cordial de Servicios S.A. utilized for the calculation of their respective proportional shareholders' equity value cover the same period regarding the Group's financial statements.

2.4.  Intangible Assets

Goodwill:

        As of March 31, 2016 and December 31, 2015 goodwill has been valued at cost. Goodwill is amortized by applying a straight-line method, as from its inclusion in the Group's Shareholders" equity according to its assigned useful life.

        This item includes the excess of the acquisition cost over the value assigned to the 5% of shares in Cordial Compañía Financiera S.A. and the 95% of shares in Supervielle Seguros S.A.

2.5.  Premises and equipment

        As of March 31, 2016 and December 31, 2015, the Company had no fixed assets recorded.

2.6.  Other receivables and liabilities

        Receivables and liabilities have been valued at their nominal value plus financial results accrued as of each fiscal year closing. Such resulting values do not differ significantly from those recorded by applying existing accounting standards, which establish that they are to be valued at their best possible estimated receivable or payable amount, respectively, discounted by utilizing a certain rate that shows the time value of the money and specific risks involved in the estimated operation at the moment of its inclusion in assets and liabilities respectively.

        Banking and financial debts have been valued in accordance with the amount of money received, net of transaction costs, plus accrued financial results based on the return interest rate estimated upon initial recognition.

2.7.  Shareholders' equity

        Accounts included in this item are re-expressed in a uniform currency, pursuant to specifications set forth in Note 1.2, except from "Capital Stock", which has been kept at its nominal value. The adjustment resulting from such re-expression was capitalized on June 8, 2009.

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

2. MAIN VALUATION CRITERIA (Continued)

2.8.  Profit and Loss Accounts

        Profit and loss accounts were stated in nominal currency, except for charges for results produced by permanent investments in companies, which were determined—as from their inclusion date—following the proportional net worth value method applied on the issuers' last financial statements as of period closing.

2.9.  Cash Flow

        Total cash in "Cash and due from banks" and "Investments", with residual term not exceeding 90 days are considered cash and cash equivalents.

3. BREAKDOWN OF MAIN ITEMS OF BALANCE SHEET AND INCOME STATEMENT

 
  03/31/2016   12/31/2015  

3,1 Cash and due from banks:

             

Petty cash

    2     2  

Banco Supervielle S.A. current account in pesos

        3,314  

Banco Galicia S.A. current account in pesos

        1  

Banco de Servicios y Transacciones S.A. current account in pesos

    17     21  

Banco Meridian

    2     3  

Banco Itaú

        3  

Exprinter International Bank (Schedule III)

    144     129  

JP Morgan Chase Bank (Schedule III)

    5     12  

    170     3,485  

3,2 Tax credits:

             

Current:

             

Turnover tax credit

    51      

    51      

Non-current:

             

Income Tax Withholdings

    9,294     1,637  

Minimum Presumed Income Tax

    1,705     1,705  

Law 25,413- Banking transfers tax

    3,907     3,652  

Less: allowances

    (5,612 )   (5,357 )

    9,294     1,637  

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

3. BREAKDOWN OF MAIN ITEMS OF BALANCE SHEET AND INCOME STATEMENT (Continued)

 
  03/31/2016   12/31/2015  

3,3 Other receivables:

             

Current:

             

Service Debtors

    251     535  

Receivable from the sale of stock

    1,080     1,057  

Receivable amounts from forward operations in foreign currency

        34,175  

Dividends receivables

    6,529      

Payroll advances

    425     198  

    8,285     35,965  

Non-Current:

             

Receivable from the sale of stock

    1,134     1,211  

    1,134     1,211  

3,4 Trade accounts payable:

             

Current:

             

Providers

    1,669     390  

Provision for negotiable obligation issuance expenses

    563     612  

    2,232     1,002  

3,5 Financial indebtedness:

             

Current:

             

Negotiable Obligations

    387,976     473,067  

Advances in current account

    47,849      

    435,825     473,067  

Non-Current:

             

Negotiable Obligations

    22,710     152,043  

    22,710     152,043  

3,6 Taxes payable:

             

Current:

             

Payable VAT

        255  

Payable Turnover Tax

    48     2,078  

Payable Income Tax Withholding

        115  

    48     2,448  

3,7 Other accounts payable:

             

Current:

             

Payable salaries and bonuses

    1,490     1,402  

    1,490     1,402  

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

3. BREAKDOWN OF MAIN ITEMS OF BALANCE SHEET AND INCOME STATEMENT (Continued)


 
  03/31/2016   03/31/2015  

3,8 Financial results

             

Generated by assets

             

Exchange rate difference

    17     3  

Results from mutual fund holding

    606     2,523  

Results from Government Securities holding

    23      

Financial results from the sale of stock

    183     297  

Results from forward operations in foreign currency (Note 11)

    2,420      

    3,249     2,823  

Generated by liabilities

             

Exchange rate difference

    (4 )   (1 )

Financial debt interest

    (39,895 )   (29,766 )

Argentine financial institutions' financing interest

    (3,678 )   (1,567 )

Results from forward operations in foreign currency (Note 11)

        (3,769 )

    (43,577 )   (35,103 )

3,9 Other income and expenses

             

Subsidiaries' advisory fees (Note 10)

    6,657     5,692  

Royalties charged on subsidiaries (Note 10)

    1,688     579  

Third parties' advisory fees (Note 10)

    378     147  

Tax credit provision

    (255 )   (320 )

    8,468     6,098  

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

4. LOAN AND DEBT ESTIMATED TERMS

        The composition of loans and debts in accordance with collection or payment estimated terms and interest rate accrued as of March 31, 2016 is as follows:

 
  Tax
credits
  Other
receivables
  Trade accounts
payable
  Financial
indebtedness
  Taxes
payables
  Other accounts
payable
 

To mature:

                                     

1st, Quarter

    51     7,671     2,232     146,149     48     1,490  

2nd, Quarter

        324         22,814          

3rd, Quarter

        103         137,362          

4th, Quarter

        187         129,500          

Over a year

    9,294     1,134         22,710          

Subtotal to mature:

    9,345     9,419     2,232     458,535     48     1,490  

Matured term

                         

Total

    9,345     9,419     2,232     458,535     48     1,490  

At fixed rate

        2,214         47,849         66  

At floating rate

                394,767          

Do not accrue interest

    9,345     7,205     2,232     15,919     48     1,424  

Total

    9,345     9,419     2,232     458,535     48     1,490  

5. RESTRICTED ASSETS

        As of March 31, 2016 and December 31, 2015, the Group does not hold restricted assets.

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

6. COMPANIES UNDER SECT. 33 OF CORPORATE LAW No. 19,550 AND OTHER RELATED COMPANIES

        As of March 31, 2016 and December 31, 2015, corporations where Grupo Supervielle S.A. holds direct or indirect shares, and with which it consolidates its financial statements:

 
   
   
   
  Direct interest in
Capital Stock
  Direct interest in
Capital Stock
 
 
   
  Legal
Address
  Main
Activity
 
Company
  Condition   03/31/2016   12/31/2015   03/31/2016   12/31/2015  

Banco Supervielle S.A. 

  Controlled   Bartolomé
Mitre 434,
CABA
  Commercial
Bank
    94.73 %   94.73 %   97.39% (1)   97.39% (1)

Cordial Compañía Financiera S.A. 

  Controlled   Reconquista 320,
CABA.
  Financial
Company
    5.00 %   5.00 %   97.52 %   97.52 %

Tarjeta Automática S.A.(2)

  Controlled   Bartolomé
Mitre 434, 5º Piso,
Ala Este, CABA
  Credit Card     87.50 %   87.50 %   99.68 %   99.68 %

Supervielle Asset Management S.A. SGFCI

  Controlled   Bartolomé
Mitre 434, 3° Piso,
Ala Este, CABA
  MTF
Managing
Agent
    95.00 %   95.00 %   99.75 %   99.75 %

Cordial Microfinanzas S.A.(2)

  Controlled   Reconquista 320,1° Piso,
CABA
  Micro-
finances
    87.50 %   87.50 %   99.67 %   99.67 %

Sofital S.A.F. e I.I. 

  Controlled   Bartolomé
Mitre 434, 4° piso,
CABA
  Financial
operations
and
administration
of securities
    95.03 %   95.03 %   95.03 %   95.03 %

Espacio Cordial de Servicios S.A. 

  Controlled   San Martín 719, 1° Piso,
Ciudad de Mendoza
  Trading of
products and
services
    95.00 %   95.00 %   99.75 %   99.75 %

Supervielle Seguros S.A

  Controlled   Reconquista 320, 1° Piso,
CABA
  Insurance
Company
    95.00 %   95.00 %   99.75 %   99.75 %

(1)
Grupo Supervielle S.A.'s direct and indirect interest in Banco Supervielle votes amounts to 97.36% as of 03/31/16 and 12/31/15.

(2)
Interest in Cordial Microfinanzas S.A. and Tarjeta Automática S.A. were made effective within the framework of standards for Complementary Services of the Financial Activity set by the Argentine Central Bank, through Communication "A" 5700, which modified Computable Equity Responsibility by requiring interest deductions in credit, debit card issuers and similar products, with gradual application as from June 2015.

        On November 9, 2012, the Group placed an offer to Banco Supervielle S.A. for the acquisition of rights resulting from irrevocable contributions on account of future capital stock increases made by Banco Supervielle S.A. in Viñas del Monte S.A., corporation in which Grupo Supervielle already held a 1% shares over its capital stock.

        Later, on November 14, 2012, the transfer of rights was made effective and the Group paid an agreed upon price of 4,520. On March 6, 2014, Viñas del Monte S.A. capitalized said amount, which is pending of registration before the Legal Persons Authority of Mendoza Province.

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

6. COMPANIES UNDER SECT. 33 OF CORPORATE LAW No. 19,550 AND OTHER RELATED COMPANIES (Continued)

        On September 24, 2015, Grupo Supervielle S.A. and Sofital S.A. made capital contributions in Viñas del Monte S.A., for an amount equivalent to 3,530 and 470, respectively. Upon the approval of such capital increase, the Entity will record 94.80% capital holding in Viñas del Monte S.A.

        On June 30, 2015, Grupo Supervielle S.A. made capital contributions in Espacio Cordial de Servicios S.A. and Cordial Microfinanzas S.A., for an amount equivalent to 15,200 and 9,625, thus producing final holding for the Group of 12,219,472 and 1,273 ordinary, nominative non-endorsable shares, respectively.

        On April 29, 2016, Grupo Supervielle S.A. and Banco Supervielle S.A. made an irrevocable capital contribution in advance of future capital increases to Cordial Compañia Financiera for an amount of 1,250 and 23,750 respectively.

        The following describes Controlled Companies' Shareholders' equity and Results:

 
  As of March 31, 2016—In thousands of pesos  
Company
  Assets   Liabilities   Shareholders'
equity
  Net income  

Banco Supervielle S.A. 

    32,052,256     29,191,653     2,860,603     147,993  

Cordial Compañía Financiera S.A. 

    3,323,633     3,003,820     319,813     35,840  

Tarjeta Automática S.A. 

    196,261     181,254     15,007     (4,195 )

Supervielle Asset Management S.A. 

    69,459     53,852     15,607     13,662  

Cordial Microfinanzas S.A. 

    159,488     130,859     28,629     446  

Sofital S.A. F. e I.I. 

    96,174     7,165     89,009     7,782  

Espacio Cordial de Servicios S.A. 

    219,514     163,146     56,368     10,884  

Supervielle Seguros S.A. 

    210,547     116,702     93,845     46,991  

 

 
  As of December 31, 2015—In thousands of pesos  
Company
  Assets   Liabilities   Shareholders'
equity
  Net income  

Banco Supervielle S.A. 

    30,068,301     27,355,691     2,712,610     617,448  

Cordial Compañía Financiera S.A. 

    2,741,621     2,457,647     283,974     58,985  

Tarjeta Automática S.A. 

    214,735     195,533     19,202     118  

 

 
  As of December 31, 2015—In thousands of pesos  
Company
  Assets   Liabilities   Shareholders'
equity
  Net income  

Supervielle Asset Management S.A. 

    81,803     15,311     66,492     81,803  

Cordial Microfinanzas S.A. 

    163,600     135,417     28,183     2,706  

Sofital S.A. F. e I.I. 

    88,508     412     88,096     27,102  

Espacio Cordial de Servicios S.A. 

    253,189     162,705     90,484     61,663  

Supervielle Seguros S.A. 

    149,102     71,448     77,654     39,591  

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

6. COMPANIES UNDER SECT. 33 OF CORPORATE LAW No. 19,550 AND OTHER RELATED COMPANIES (Continued)

        As of March 31, 2016 and December 31, 2015, balances and results with Grupo Supervielle S.A's controlled are as follows:

Assets
  03/31/2016   12/31/2015  

Current Assets

             

Cash and due from banks

             

Banco Supervielle S.A. Current Account in pesos

        3,314  

        3,314  

Other receivables

             

Cordial Microfinanzas S.A. 

        50  

Sofital S.A. 

    6     61  

Cordial Compañía Financiera S.A. 

        409  

Viñas del Monte S.A. 

    18     15  

    24     535  

Liabilities

             

Current Liabilities

             

Financial indebtedness

             

Banco Supervielle S.A. 

    47,847      

    47,847      

Trade account payables

             

Banco Supervielle S.A. 

    1,098     101  

    1,098     101  

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

6. COMPANIES UNDER SECT. 33 OF CORPORATE LAW No. 19,550 AND OTHER RELATED COMPANIES (Continued)


Results
  03/31/2016   03/31/2015  

Other Income

             

Banco Supervielle S.A. 

    5,700     4,950  

Cordial Microfinanzas S.A. 

    281     113  

Sofital S.A.F. e I.I. 

    15     15  

Supervielle Asset Management S.A. 

    102     79  

Tarjeta Automática S.A. 

    33     72  

Viñas del Monte S.A. 

    3     3  

Cordial Compañía Financiera S.A. 

    2,031     903  

Espacio Cordial de Servicios S.A. 

    180     135  

    8,345     6,270  

Administrative expenses

             

Rent—Banco Supervielle S.A. 

    (373 )   (207 )

Bank expenses—Banco Supervielle S.A. 

    (10 )   (3 )

    (383 )   (210 )

Financial Results

             

Generated by Liabilities

             

Negotiable Obligations Issuance Commission—Banco Supervielle S.A. 

        (525 )

Interest paid in advance in current account—Banco Supervielle S.A. 

    (3,678 )   (1,567 )

    (3,678 )   (2,092 )

7. GRANTED GUARANTEES

        On September 20, 2010, Cordial Microfinanzas S.A. entered into a financing agreement with FONCAP S.A., by means of which Grupo Supervielle is guarantor of a total amount of 1,000.

        On June 11, 2014, Grupo Supervielle S.A.'s board passed the granting of two new fines in favor of Cordial Microfinanzas S.A. One of them amounted to 3,167 for the debtor balance as of May 31, 2014 of said company with FONCAP and anther that amounted to 2,000 with the purpose of guaranteeing a new mutual agreement. As of March 31, 2016, such fines have not been subscribed nor has a new loan been disbursed.

        On January 2, 2013, Cordial Microfinanzas S.A. was granted a financial loan by Banco Santander Río for a total amount of 1,500, where Grupo Supervielle S.A. acted as joint guarantor and main payer of the obligation moneys of the first in favor of the second.

8. INCOME TAX AND MINIMUM PRESUMED INCOME TAX

        The Group recognizes income tax pursuant to the deferred tax method; thus recognizing temporary differences between accounting and tax assets and liabilities measurements. In order to determine deferred assets and liabilities, identified temporary differences and tax losses have been

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

8. INCOME TAX AND MINIMUM PRESUMED INCOME TAX (Continued)

applied the tax rate expected to be in force upon their reversal or utilization, pursuant to legal standards in force upon these financial statements issuance date.

        The following is the conciliation between the tax applied on results as of March 31, 2016 and 2015 and the one to be produced after applying the relevant tax rate on the accounting result (Before the tax):

 
  03/31/2016   12/31/2015  

Income before income tax

    174,676     84,543  

Tax Rate in Force

    35 %   35 %

Income before income tax at tax rate

    61,137     29,590  

Permanent differences (at tax rate):

             

Result of equity investments

    (74,921 )   (40,367 )

Non deductible amortizations

    37     37  

Tax loss carryforward for the period(*)

    (13,747 )   (10,739 )

(*)
The Group has not recognized the asset from the tax loss as it is considered that such loss will not be compensated with future taxable income.

        Additionally, minimum presumed income tax is determined by applying the 1% tax over computable assets as of fiscal year closing. This tax complements income tax.

        The Group's tax obligation in the fiscal year will coincide with the highest amount of both taxes. However, if, in a fiscal year, the minimum presumed income tax exceeds income tax, such excess may be recorded as a down-payment of any income tax excess over the minimum presumed income tax that might be produced in any of the following ten fiscal years.

9. CAPITAL STOCK

        As of March 31, 2016 the corporate capital stock is the following:

Capital Stock
  Nominal
Value
  Approved by

Capital stock as of 12/31/2013, and 12/31/2014

    124,485    

Increase in Capital Stock

    124,485   Shareholders' meeting held on October 7, 2015

Capital stock as of 12/31/2015 and 03/31/2016

    248,970    

        Pursuant to the Corporate By-law, any share transfer or event enabling any changes in its condition or alterations in its stock holding structure shall be informed to the Argentine Central Bank.

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

9. CAPITAL STOCK (Continued)

        On February 23, 2011, the subsidiary Banco Supervielle S.A. filed an authorization request before the Argentine Central Bank under the terms of Chapter V—Capital Stock Composition Modification—point 1.2, memo CREFI 2. Such request informs the shareholder Julio Patricio Supervielle's intention to make a capital contribution in Sofital S.A.F. e I.I. ("Sofital"), to be included in instruments, thus transferring 8,142,476 ordinary, nominative, non-endorsable, book, Class B, shares for a peso ($1) nominal value and with a (1) voting right per share of Banco Supervielle, accounting for the 2.2863% of capital stock and the 2.2678% of votes in Banco Supervielle. On April 8, 2011, the shareholders' meeting of Sofital decided to increase its capital stock in 10,778 and to include such increase through the transfer of said shares, all of which ad referendum passed by the Argentine Central Bank.

        On December 27, 2012, the Group's Shareholders' General Meeting decided to convert 1,600,000 class B ordinary shares on equal number of preferred shares that accounted for the 1.2853% of the Group's capital stock. Preferred shares enable a non-cumulative preferred dividend of $2 (two pesos) per share, adjustable by Badlar rate informed by the Argentine Central Bank as of December 31 of each year. Preferred shares may be redeemed by the Group, prior to the Shareholders' Meeting decision.

        On October 7, 2015, the Group's General Assembly Meeting passed a 124,485 capital stock increase through the issuance of 63,369,094 Class A ordinary shares for a nominal value of $1; 59,516,170 Class B ordinary shares for a nominal value of $1 and 1,600,000 preferred shares. Over the course of such Meeting, it was also decided to modify the issuance conditions of preferred shares, granted the holder the option to convert such shares in the same number of Class B ordinary shares. Said option was finally exercised by its holder and informed to the Group on January 5, 2016, thus settling 3,200,000 preferred shares and issuing the same number of Class B ordinary shares at a nominal value of $1.

10. GROUP'S REVENUES

        Grupo Supervielle S.A.'s main activity is the investment in other companies. Its earnings come mainly from dividends received from said companies and from income generated by financial assets. In relation to dividends received, there are certain restrictions to the distribution of dividends in some subsidiaries, disclosed on Note 6 to the consolidated financial statements.

        On December 1, 2008 and January 16, 2010, the Group entered into, with Banco Supervielle S.A., a professional service contract by means of which the Group commits itself to rendering financial, strategic and commercial advisory services aimed at the search and generation of new business and the expansion of existing ones. Additionally, the Group entered into similar agreements with Tarjeta Automática S.A., Cordial Microfinanzas S.A., Adval S.A., Supervielle Asset Management S.A., Sofital S.A.F. e I.I. and Viñas del Monte S.A, in force as from January 1, 2009 and with Cordial Compañía Financiera S.A. in force as from August 1, 2011 and with Espacio Cordial de Servicios S.A. on December 26, 2013. As of March 31, 2016, incomes resulting from such advisory services amounted to 6,657 and 5,692.

        In 2013, the Group and Espacio Cordial de Servicios S.A., Cordial Compañía Financiera S.A. and Cordial Microfinanzas S.A. entered into agreements aimed at the granting of licenses for the utilization

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

10. GROUP'S REVENUES (Continued)

of certain brands on behalf of the Group, with the purpose of promoting the commercialization of products and services rendered by the already mentioned companies. Such agreements account for incomes for 1,688 and 579 for the Group as of March 31, 2016 and March 31, 2015, respectively.

        On May 26, 2014, the Group entered into a call center service agreement with CAT Technologies Argentina S.A. for an unspecified term. Recorded incomes as of March 31, 2016 and 2015 amounted to 378 and 147, respectively.

11. DERIVATIVES

        As of March 31, 2016 no operations underway related to this type of derivatives are recorded.

        As of December 31, 2015 the following balances for operations related to derivative financial instruments are recorded:

Contract Maturity
  Type of Contract   Amount USD   Total in National
Currency
 

Total as of March 31, 2016

               

Total as of December 31, 2015

          11.000     155.760  

        Net results derived from derivative instruments for the tree-month periods ended March 31, 2016 and 2015 were a gain of 2,420 and a loss of 3,769 respectively.

12. STATEMENT OF CASH FLOW

        Total cash in Cash and due from banks and Investments, not exceeding 90 days recorded are considered cash and equivalent of cash as specified below:

 
  03/31/2016   03/31/2015  

Cash and due from Banks

    170     4,507  

Short term Investments

    8     49,066  

Cash and cash equivalents

    178     53,573  

        Conciliation between balances of Balance Sheet and items considered Cash and cash equivalents:

Items
  03/31/2016   03/31/2015  

Cash and due from banks

             

As per Balance Sheet

    170     4,507  

As per Statement of Cash Flow

    170     4,507  

Short-term investments

             

As per Balance Sheet

    8     49,066  

As per Statement of Cash Flow

    8     49,066  

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

13. ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS

        The National Securities Commission (NSC), through Rulings 562/09 and 576/10, set the application of Technical Pronouncement N° 26 issued by the Argentine Federation of Professional Councils of Economic Sciences, which adopts, for certain entities included in the public offering regime set by Law N° 17,811, either given their capital stock or their negotiable obligations, or the fact that they have requested authorization to be included in said regime, International Financial Reporting Standards ("IFRS") issued by the International Accounting Standard Board (IASB").

        On September 23, 2010, the Group's Board passed the specific implementation plan. It is worth to be mentioned that Technical Pronouncement N° 26 issued by F.A.C.P.C. E. exempts the mandatory application of IFRS in entities for which, even when negotiable securities either for their capital stock or their negotiable obligations are contained in the Public Offering Regime, the National Securities Commission decides to accept accounting criteria of other regulating or control entities, such as Groups included in Financial Entities Law and insurance companies.

        Later, Ruling 585/11 issued by the National Securities Commission established that issuers, whose main assets are made up by investments in financial entities or insurance companies, are exempted from filing their Financial Statements pursuant to IFRS and may decide on such statements filling by following provisions set by the Argentine Central Bank and the National Insurance Superintendence respectively.

        As for the aforementioned requirements set by General Ruling N° 595/11 issued by the National Securities Commission, included in Article 2, Chapter I, Section I, Title IV of the regulation issued by the National Securities Commission, the following was been specified:

    Grupo Supervielle S.A.'s corporate object is, exclusively, aimed at carrying out financial and investment activities; investments in financial entities account for the 95.43% of Grupo Supervielle S.A.'s assets, which, in turn, account for the Group's main assets;

    Grupo Supervielle S.A.'s 86.21% of incomes stem from its share in subsidiary financial entities' results;

    Grupo Supervielle S.A. holds direct and indirect share in Banco Supervielle S.A.'s 97.39% capital stock, Cordial Compañía Financiera S.A.'s 97.52% capital stock and Supervielle Seguros S.A.'s 99.75% capital stock resulting in the Group's control in said entities.

        On February 12, 2014, the Argentine Central Bank, through Communication "A" 5541, disclosed that the roadmap for the convergence of the reporting and accounting regime towards International Financial Reporting Standards (IFRS) for entities under supervision, among which Banco Supervielle S.A. and Cordial Compañía Financiera S.A. are included. Such plan sets a certain number of compliance steps to be taken by Entities with the purpose of completing the final convergence towards IFRS as from fiscal year to begin on January 1, 2018. In turn, pursuant to Communication "A" 5635, entities shall file their own Implementation Plan for convergence towards IFRS before the Argentine Central Bank on a 6-month-term basis having recording the first deadline on March 31, 2015.

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GRUPO SUPERVIELLE S.A.

Notes to the unaudited Financial Statements (Continued)

As of March 31, 2016 presented on comparative basis

(Expressed in thousands of pesos)

13. ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (Continued)

        As of these financial statements issuance, Banco Supervielle S.A. and Cordial Compañía Financiera S.A. carried out a general training program targeted to the personnel directly or indirectly related to the preparation of financial statements under IFRS. Such training program included the introduction to the conceptual framework of such standards, an analysis of such standards and their comparison with accounting standards set by the Argentine Central Bank.

        Both Entities had concluded the initial accounting diagnosis process, which allowed them to identify the main items related to the processes subject to substantial changes in applying IFRS. As a conclusion of this process, they obtained information about the effects of those changes related to valuation and disclosure, which allowed them to elaborate the first reconciliation of assets and liabilities required by the Argentine Central Bank.

14. EARNINGS PER SHARE

        The following is the earning per share composition for the three-month periods ended March 31, 2016 and 2015:

 
  03/31/2016   03/31/2015  

Net income for the period

    174,676     84,543  

Weighted average of issued common shares

    248,830     122,885  

Weighted average of diluted common shares

    248,971     122,885  

Earnings per common share (pesos per share):

             

—Basic

    0,70     0.66  

—Diluted

    0,70     0.66  

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SCHEDULE I

GRUPO SUPERVIELLE S.A.

Long-term investments

As of March 31, 2016 and December 31, 2015

(Expressed in thousands of pesos)

 
   
   
   
  Issuer's information as of March 31, 2016    
   
 
 
  Class   Market
Value /
Nominal
  Number   Main Activity   Capital
Stock
  Shareholders'
equity
  Book value at
03/31/2016
  Book value at
12/31/2015
 

Short-term investments:

                                             

Mutual Funds

  Miscellaneous                       8     18,557  

Government Securities

  Boden Sovereign Bond                           25,163  

Total short-term investments

                                    8     43,720  

Long-term investments:

                                             

Art, 33 Corporate Law N° 19,550:

                                             

Banco Supervielle S.A. 

  Ord.     1     432,100,533   Commercial Bank     456,140     2,860,603     2,685,510     2,545,306  

Cordial Compañía Financiera S.A. 

  Ord.     1     3,649,782   Financial Company     72,996     319,814     15,975     14,185  

  Goodwill                               1,344     1,407  

Sofital SAFeII

  Ord.     1     13,182,230   Financial operations and administration of securities     13,871     89,009     83,903     83,037  

Tarjeta Automática S.A. 

  Ord.     1     3,341,618   Promotion, spreading, creation, purchase-sale, professional services and other activities related with the creation and functioning of credit, debit and similar cards for the acquisition of all type of goods, products, services, or other type, processing clients' accounts. Clearing and/or compensation among clients, and/or adhered entities and/or admitted in the system.     3,819     15,007     13,131     16,801  

Supervielle Asset Management Soc Gte de FCI

  Ord.     1     317,003   Mutual Fund Management     334     15,607     14,828     63,168  

Cordial Microfinanzas S.A. 

  Ord.     1     12,219,472   Technical and financial assistance of productive projects developed by partner groups, family start-ups, recovered companies and small start-ups.     13,965     28,629     25,050     24,660  

Espacio Cordial de Servicios S.A. 

  Ord.     1000     1,273   Commercialization of products and services     1,340     56,368     53,550     85,959  

Supervielle Seguros S.A. 

  Ord     10     1,393,391   Insurance company     14,667     93,845     89,142     73,771  

  Goodwill                               1,261     1,305  

Viñas del Monte S.A. 

  Ord     10     904,142   Agro-industry—Vine Crops     954     5,438     8,055     8,055  

Total long-term investments

                                    2,991,749     2,917,654  

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SCHEDULE II

GRUPO SUPERVIELLE S.A.

Premises and Equipment

As of March 31, 2016 and December 31, 2015

(Expressed in thousands of pesos)

 
  Initial Value   Amortization    
 
Item
  Value at the
beginning of
fiscal year
  Increases   Withdrawals   Value at
year
closing
  Accrued at
the beginning
of fiscal year
  Aliquot   Withdrawals   Of the
period /
year
  Accrued at
period/year
end
  As of
period/year
end
 

Automobiles

                                         

Total as of March 31, 2016

                                         

Total as of December 31, 2015

    150         (150 )       120         (138 )   18          

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SCHEDULE III

GRUPO SUPERVIELLE S.A.

Assets and Liabilities in foreign currency

As of March 31, 2016 and December 31, 2015

(Expressed in thousands of pesos)

 
   
  03/31/2016    
 
 
   
  12/31/2015  
 
   
  Class and
amount of
foreign
currency (in
thousands of
dollars)
   
   
 
 
   
  Market
value (in
pesos)
  Amount in
Argentine
currency and
recorded
amount
  Amount in
Argentine
currency and
recorded
amount
 

ASSETS

                             

Current assets

                             

Cash and due from banks

                             

JP Morgan Chase Bank S.A

  USD     1     14.5817     5     12  

Exprinter International Bank

  USD     10     14.5817     144     129  

Short-term investments

 

 

   
 
   
 
   
 
   
 
 

BONAD 2017

  USD                 19.593  

BONAD 2018

  USD                 5.570  

Total current assets

                    149     25,304  

TOTAL ASSETS

                    149     25,304  

LIABILITIES

                             

Current liabilities

                             

Trade accounts payables

                             

Providers

  USD     3     14.5817     39     34  

Total Current Liabilities

                    39     34  

TOTAL LIABILITIES

        3           39     34  

NET POSITION

                    110     25,270  

MEMORANDUM ACCOUNTS

                             

Forward Contracts—Purchase

  USD                 155,760  

TOTAL MEMORANDUM ACCOUNTS

                        155,760  

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SCHEDULE IV

GRUPO SUPERVIELLE S.A.

Information required pursuant to Article 64 paragraph b) of Law 19,550

For the three-month period ended on March 31, 2016 and 2015, presented in comparative format

(Expressed in thousands of pesos)

Items
  Administration
Expenses as of
03/31/2016
  Administration
Expenses as of
03/31/2015
 

Bank expenses

    31     10  

Professional fees

    417     148  

Directors' fees

    1.410     1,419  

Taxes, rates and contributions

    3.030     1,366  

Payroll and social security

    1.557     1,224  

Office expenses

    972     326  

Amortizations of premises and goods

        8  

Total

    7,417     4,501  

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        Through and including June 12, 2016 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

GRAPHIC