SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

BBVA Banco Francés S.A.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

07329M100

(CUSIP Number)

Antonio Joaquin Borraz Peralta

Authorized Representative of

Banco Bilbao Vizcaya Argentaria, S.A.

Calle Azul, 4

28050 Madrid

Spain 011-34-91-374-8325

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 24, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:   ☐.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 07329M100 13D Page 1 of 9

1	NAMES OF REPORTING PERSONS Banco Bilbao Vizcaya Argentaria, S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐ (b)  ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Kingdom of Spain
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER(1) 407,735,359
		8	SHARED VOTING POWER Not applicable
		9	SOLE DISPOSITIVE POWER(1) 407,735,359
		10	SHARED DISPOSITIVE POWER Not applicable
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON(1) 407,735,359
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 75.95%
14	TYPE OF REPORTING PERSON BK, HC, CO

(1) Banco Bilbao Vizcaya Argentaria, S.A. holds directly 244,870,968 ordinary shares of BBVA Banco Francés S.A. (45.61% of the total ordinary shares of BBVA Banco Francés S.A. prior to the Offering (as defined in Item 4 below)). In addition, Banco Bilbao Vizcaya Argentaria, S.A. holds indirectly through (i) its wholly-owned subsidiary BBV América, S.L., 160,060,144 ordinary shares of BBVA Banco Francés S.A. (29.81% of the total ordinary shares of BBVA Banco Francés S.A. prior to the Offering); (ii) its wholly-owned subsidiary Corporación General Financiera, S.A., 2,520,509 ordinary shares of BBVA Banco Francés S.A. (0.47% of the total ordinary shares of BBVA Banco Francés S.A. prior to the Offering); and (iii) its wholly-owned subsidiary Ciervana, S.L., 283,738 ordinary shares of BBVA Banco Francés S.A. (0.05% of the total ordinary shares of BBVA Banco Francés S.A. prior to the Offering).

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Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”) hereby amends and supplements its Report on Schedule 13D, originally filed on October 17, 1996 (as heretofore amended and supplemented, the “Schedule 13D”) with respect to BBVA Banco Francés S.A. ( “BBVA Francés”). This amendment is hereinafter referred to as the “Amendment”. References in this Amendment to the ordinary shares or Shares of BBVA Francés held by BBVA refer to the ordinary shares of BBVA Francés that are held by BBVA both directly and indirectly.

Item 1. Security and Issuer

This Amendment relates to the ordinary shares, par value Ps.1.00 per share, including in the form of American Depositary Shares, each ADS representing the right to receive three ordinary shares, of BBVA Francés (the “Shares”), a corporation organized under the laws of the Republic of Argentina. The address of its principal executive offices is Av. Córdoba 111 (C1054AAA) Buenos Aires, Republic of Argentina.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and supplemented by the following information:

This Amendment is filed by BBVA, a corporation organized under the laws of the Kingdom of Spain. The principal business address for, and address of the principal office of, BBVA is Calle Azul 4, 28050 Madrid, Spain. BBVA is the head of a diversified international financial group, with strengths in the traditional banking businesses of retail banking, asset management, private banking and wholesale banking.

Set forth in Annex A hereto is the following information required by Item 2 with respect to each executive officer and director of BBVA: (a) name, (b) residence or business address, (c) present principal occupation or employment and name, principal business and address of any corporation or other organization in which such occupation or employment is conducted, and (d) citizenship. Annex A is incorporated herein by reference.

During the last five years, BBVA has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws.

During the last five years, to the best of BBVA’s knowledge, none of the persons listed on Annex A hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws.

To the best of BBVA’s knowledge, no shareholder controls BBVA.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented by the following information:

In October 2009, BBVA received 49,380,477 Shares as a result of the distribution of share dividends approved by BBVA Francés’ shareholders meeting of March 27, 2009.

In July 2011, as a result of the merger by absortion of Consolidar Comercializadora, S.A. (a wholly-owned subsidiary of BBVA) into BBVA Francés, BBVA received 516,544 Shares.

In April 2012, as a result of the merger by absortion of Otar, S.A. (a wholly-owned subsidiary of BBVA) into BBVA Francés, BBVA received 50,388,320 Shares.

Item 4. Purpose of Transaction.

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Item 4 of the Schedule 13D is hereby amended and supplemented by the following information:

On June 30, 2017, BBVA Francés filed with the SEC a preliminary prospectus in respect of a proposed offering of up to 82,608,696 Shares, which offering was subsequently reduced to 66,000,000 Shares (the “Offering”) . Under Argentine law, the existing shareholders of BBVA Francés were entitled to preemptive and accretion rights to subscribe for Shares in the Offering to the extent provided in Argentine law. BBVA decided not to exercise the preemptive and accretion rights to subscribe for Shares in the Offering attributable to Banco Bilbao Vizcaya Argentaria, S.A. and BBV América, S.L. As a result of the Offering, which closed on July 24, 2017, BBVA’s aggregate ownership interest in BBVA Francés is 67.63% (and will be 66.55% if the Shares subject to the international underwriters’ option to purchase additional Shares are fully subscribed pursuant to the Offering). BBVA Securities Inc., a wholly-owned subsidiary of BBVA, was one of the underwriters in the Offering.

BBVA intends to review its holdings in BBVA Francés on a continuing basis and, depending upon the price and availability of the Shares, subsequent developments affecting BBVA Francés, the business prospects and financing needs of BBVA Francés, general stock market and economic conditions, tax considerations and other factors deemed relevant, may consider increasing or decreasing its investment in BBVA Francés. For example, BBVA may elect not to participate in any subsequent offering by BBVA Francés. As part of this ongoing review, BBVA Francés has engaged and/or may in the future engage, legal and financial advisors to assist it in such review and in evaluating strategic alternatives that are or may become available with respect to its holdings in BBVA Francés.

Except as set forth in this Amendment, BBVA does not have any plan or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

The response set forth in Item 5 of the Schedule 13D is hereby amended and supplemented by the following information:

(a) The information in rows (11) and (13) of the cover pages to this Amendment are hereby incorporated by reference.

(b) The information in rows (7) through (10) of the cover pages to this Amendment are hereby incorporated by reference.

(c) Neither BBVA, nor, to the best of its knowledge, any persons named in Item 2 above, has effected, during the 60 days preceding the date of this Amendment, any transaction in the Shares.

(d) No other person is known by BBVA to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by BBVA as provided for herein.

(e) Not applicable.

Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer.

The response set forth in Item 6 of the Schedule 13D is hereby amended and supplemented by the following information:

On June 30, 2017, Banco Bilbao Vizcaya Argentaria, S.A. and BBV América, S.L. entered into a preemptive and accretion rights assignment agreement (acuerdo de cesión de derechos de preferencia y de acrecer) (the “Assignment Agreement”), assigning to BBVA Francés Valores S.A., acting as agent for the underwriters and the Argentine placement agent in the Offering, their preemptive and accretion rights in respect of the Shares to be issued pursuant to the Offering.

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Item 7. Material to be Filed as Exhibits.

Item 7 is amended to add the following exhibits:

Exhibit 99.1 Assignment Agreement.

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SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 25, 2017

Banco Bilbao Vizcaya Argentaria, S.A.
By:	/s/ Antonio Joaquin Borraz Peralta
	Name:	Antonio Joaquin Borraz Peralta
	Title:	Authorized Representative of Banco Bilbao Vizcaya Argentaria, S.A.

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Annex A

DIRECTORS AND EXECUTIVE OFFICERS OF BBVA

The directors and executive officers of BBVA as of the date hereof are set forth below. The business address of each director or executive officer is that of BBVA (Calle Azul 4, 28050 Madrid, Spain). BBVA is the head of a diversified international financial group, with strengths in the traditional banking businesses of retail banking, asset management, private banking and wholesale banking. Unless noted otherwise, each of the named individuals is a citizen of the Kingdom of Spain. To the best of BBVA’s knowledge, none of the directors and executive officers listed below own Shares of BBVA Francés.

DIRECTORS OF BBVA	PRESENT PRINCIPAL OCCUPATION
Francisco González Rodríguez	Group Executive Chairman of BBVA; Director of Grupo Financiero BBVA Bancomer, S.A. de C.V. and BBVA Bancomer S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer.
Carlos Torres Vila	Chief Executive Officer of BBVA. Chairman of the Technology and Cybersecurity Committee. Director of Grupo Financiero BBVA Bancomer, S.A. de C.V. and BBVA Bancomer S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer.
Tomás Alfaro Drake	Independent Director of BBVA. Chairman of the Appointments Committee of BBVA. Director of Internal Development and Professor in the Finance department of Universidad Francisco de Vitoria.
José Miguel Andrés Torrecillas	Lead Independent Director of BBVA. Chairman of the Audit and Compliance Committee of BBVA.
José Antonio Fernández Rivero	External Director of BBVA.
Sunir Kumar Kapoor*	Independent Director of BBVA. Independent consultant to various leading companies in the technology sector, such as cloud infrastructures or data analysis.
Belén Garijo López	Independent Director of BBVA. Chairman of the Remuneration Committee of BBVA. Member of the Executive Board of Merck Group and CEO of Merck Healthcare, member of the Board of Directors of L’Oréal and Chair of the International Executive Committee of PhRMA, ISEC (Pharmaceutical Research and Manufacturers of America).
José Manuel González-Páramo Martínez-Murillo	Executive Director of BBVA, and Head of BBVA’s Global Economics, Regulation and Public Affairs. Chairman of European DataWarehouse GmbH.
Carlos Loring Martínez de Irujo	External Director of BBVA.

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Lourdes Máiz Carro	Independent Director of BBVA.
José Maldonado Ramos	External Director of BBVA.
Juan Pi Llorens	Independent Director of BBVA. Chairman of the Risks Committee.
Susana Rodríguez Vidarte	External Director of BBVA. Professor of Strategy at the Faculty of Economics and Business Sciences at Universidad de Deusto.

* Citizen of United States of America.

EXECUTIVE OFFICERS OF BBVA	PRESENT PRINCIPAL OCCUPATION
Francisco González Rodríguez	Executive Chairman of BBVA; Director of Grupo Financiero BBVA Bancomer, S.A. de C.V. and BBVA Bancomer S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer.
Carlos Torres Vila	Chief Executive Officer of BBVA. Chairman of the Technology and Cybersecurity Committee. Director of Grupo Financiero BBVA Bancomer, S.A. de C.V. and BBVA Bancomer S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer.
José Manuel González-Páramo Martínez-Murillo	Executive Director of BBVA, and Head of BBVA’s Global Economics, Regulation and Public Affairs. Chairman of European DataWarehouse GmbH.
Eduardo Arbizu Lostao	Head of Legal & Compliance of BBVA.
Domingo Armengol Calvo	General Secretary of BBVA.
Juan Asúa Madariaga	Head of Corporate & Investment Banking of BBVA.
Ricardo Forcano García	Head of Talent & Culture of BBVA.
Ricardo Gómez Barredo	Head of Accounting & Supervisors of BBVA.
Ricardo Enrique Moreno García	Head of Engineering of BBVA.
Eduardo Osuna Osuna*	Mexico Country Manager of BBVA and General Manager of BBVA Bancomer.
Cristina de Parias Halcón	Spain Country Manager of BBVA.
Francisco Javier Rodríguez Soler	Head of Strategy & M&A of BBVA.
Jaime Sáenz de Tejada Pulido	Head of Finance of BBVA.

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Jorge Sáenz-Azcúnaga Carranza	Head of Country Monitoring of BBVA.
José Luis de los Santos Tejero	Head of Internal Audit of BBVA.
Rafael Salinas Martínez de Lecea	Head of Global Risk Management of BBVA.
Derek Jensen White**	Head of Customer Solutions of BBVA.
Ricardo Enrique Moreno García***	Head of Engineering of BBVA.
David Puente Vicente	Head of Data of BBVA.

* Citizen of Mexico.

** Citizen of United States of America.

*** Citizen of Argentina

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EX-99.1

Exhibit 99.1

AGREEMENT FOR THE ASSIGNMENT OF PREEMPTIVE AND ACCRETION RIGHTS WITH RESPECT TO BBVA BANCO FRANCÉS S.A.’S SHARES

On June 30, 2017, this agreement for the assignment of preemptive and accretion rights with respect to BBVA Banco Francés S.A.’s shares (the “Agreement”) is entered into by and between:

(i) Banco Bilbao Vizcaya Argentaria, S.A., a company duly incorporated under the laws of the Kingdom of Spain, domiciled at Calle Azul, 4, 28050 Madrid, Spain for purposes of this Agreement, and represented herein by Antonio Borraz Peralta, in his capacity as attorney-in-fact, as evidenced by a copy of the documents attached hereto as Schedule I (a) (“BBVA”);

(ii) BBV América SL, a company duly incorporated under the laws of the Kingdom of Spain, domiciled at Calle Azul, 4, 28050 Madrid, Spain for purposes of this Agreement, and represented herein by Ana Garcia Romo, in her capacity as attorney-in-fact, as evidenced by a copy of the documents attached hereto as Schedule I (b) (“BBV América” and, together with BBVA, the “Assigning Shareholders”);

(iii) Citigroup Global Markets Inc., a company duly incorporated under the laws of the State of New York, United States of America, domiciled at 388 Greenwich Street, New York, New York 10013, and represented herein by Juan Carlos George, in his capacity as Managing Director (“Citi”);

(iv) Morgan Stanley & Co. LLC, a company duly incorporated under the laws of the State of Delaware, domiciled at 1585 Broadway, New York, New York 10036, and represented herein by Manuel García Diez, in his capacity as Managing Director (“MS”, and together with Citi, the “Bookrunners”);

(v) BBVA Francés Valores S.A., a company duly incorporated under the laws of Argentina, domiciled at Av. Córdoba 111 (C1054AAA), City of Buenos Aires, Argentina, represented herein by Ezequiel Gustavo Serra and Roberto Enrique Crisafi, in their capacity as attorney-in-fact, as evidenced by a copy of the documents attached in the form of Schedule I (c) (“Francés Valores” or the “Subscription Agent” and, together with the Assigning Shareholders and the Bookrunners, the “Parties”).

WHEREAS

(i) BBVA Banco Francés S.A., (in its capacity as issuer, the “Company”), has resolved, through its general and extraordinary shareholders’ meeting dated June 13, 2017, and the meeting of its Board of Directors dated June

22, 2017, to increase its share capital by a nominal amount of up to ARS 145,000,000 (one hundred forty-five million Argentine Pesos) and to issue up to 145,000,000 (one hundred forty-five million) new registered ordinary shares, each having right to one (1) vote and of a nominal value of ARS 1 (one Argentine Peso) (the “New Shares”), to be subscribed in a public offering in Argentina and/or abroad;

(ii) the Company has applied for and obtained the authorization from the Argentine Comisión Nacional de Valores (the “CNV”) to make a public offering of the New Shares within Argentina, and from Bolsas y Mercados Argentinos S.A. (the “BYMA”) to list such New Shares;

(iii) The authorization to list the American Depositary Shares (“ADS”), representing ordinary shares of the Company, including the New Shares, at the New York Stock Exchange is in full force and effect;

(iv) The Company intends to offer the New Shares: (i) to investors in Argentina in its capacity as local placement agent (the “Local Offer”) and (ii) to investors in the United States of America and in other countries outside of Argentina, by means of ADSs representing the New Shares, through the Bookrunners and other underwriters which form part of the International Offer (hereinafter, the “Underwriters”) (the “International Offer”, and together with the Local Offer, the “Offer”);

(v) Within the framework of the International Offer, the Company will execute and deliver an underwriting agreement with the Underwriters whereby the Company will undertake to sell to the Underwriters, and the Underwriters will undertake to subscribe, ADS to be offered and sold in the International Offer, subject to the terms and conditions thereof (the “International Underwriting Agreement”);

(vi) The Assigning Shareholders hold in the aggregate 404,931,112 shares of the Company (the “Shares”), which represent about 75.42% of the current share capital of the Company, with preemptive and accretion rights, as established in section 194 of the Argentine Corporations Law No. 19,550, as amended (the “LGS”), over 71,649,000 New Shares (the “Preemptive Rights New Shares”);

(vii) The Assigning Shareholders intend to assign to the Subscription Agent, acting in the name and on behalf of the Bookrunners, its preemptive and accretion rights over the Preemptive Rights New Shares (the “Assigned Preemptive Rights”) so that, if necessary and subject to satisfaction of conditions precedent included in the International Underwriting Agreement, such rights may be exercised in accordance with the instructions of the Bookrunners to guarantee subscription by and

assignment to investors of the New Shares in the Offer, including both the International Offer and the Local Offer;

(viii) The subscription period for the exercise of preemptive and accretion rights in connection with the share capital increase of the Company and the New Shares by its shareholders or the assignees of such rights, including the Subscription Agent, will commence on July 6, 2017 and end on July 18, 2017, including such date (the “Subscription Period”);

(ix) The Parties intend for Francés Valores, in its capacity as Subscription Agent and subject to the instructions received from the Bookrunners, as applicable, to exercise the Assigned Preemptive Rights in the name and on behalf of the Bookrunners and to act as distribution agent of the Preemptive Rights New Shares in the circumstances established in this Agreement.

THEREFORE, the Parties establish the rights and obligations of the Parties in connection with this Agreement, subject to the following terms and conditions:

SECTION I

DEFINITIONS

“ADS” shall have the meaning assigned to such term in the Preamble of this Agreement.

“Agreement” shall have the meaning assigned to such term in the Preamble of this Agreement.

“Assigned Preemptive Rights” shall have the meaning assigned to such term in the Preamble of this Agreement.

“Assigning Shareholders” shall have the meaning assigned to such term in the Preamble of this Agreement.

“BBV América” shall have the meaning assigned to such term in the Preamble of this Agreement.

“BBVA” shall have the meaning assigned to such term in the Preamble of this Agreement.

“Bookrunners” shall have the meaning assigned to such term in the Preamble of this Agreement.

“Business Day” means any day, excluding Saturdays or Sundays or any other day on which banks or stock exchanges are authorized or required to close by law,

resolution or order of authorities of the city of New York, United States of America, or of the city of Buenos Aires, Argentina.

“BYMA” shall have the meaning assigned to such term in the Preamble of this Agreement.

“Capital Markets Law” shall have the meaning assigned to such term in Section VII of this Agreement.

“Citi” shall have the meaning assigned to such term in the Preamble of this Agreement.

“CNV” shall have the meaning assigned to such term in the Preamble of this Agreement.

“Company” shall have the meaning assigned to such term in the Preamble of this Agreement.

“CVSA” means Caja de Valores S.A.

“Date of Issue and Settlement” means the date and time on which the New Shares for the Assigned Preemptive Rights are issued as a result of the exercise by the Subscription Agent subject to the instructions received by the Bookrunners, which shall not be later than the fourth Business Day following the determination date of the public offering price of the New Shares in the Offer.

“Fee Letter” shall have the meaning assigned to such term in SECTION IX of this Agreement.

“Francés Valores” shall have the meaning assigned to such term in the Preamble of this Agreement.

“International Offer” shall have the meaning assigned to such term in the Preamble of this Agreement.

“International Underwriting Agreement” shall have the meaning assigned to such term in the Preamble of this Agreement.

“LGS” shall have the meaning assigned to such term in the Preamble of this Agreement.

“Local Offer” shall have the meaning assigned to such term in the Preamble of this Agreement.

“MS” shall have the meaning assigned to such term in the Preamble of this Agreement.

“Offer” shall have the meaning assigned to such term in the Preamble of this Agreement.

“New Shares” shall have the meaning assigned to such term in the Preamble of this Agreement.

“Rules of the CNV” means General Resolution No. 622/2013, as amended and supplemented.

“Parties” shall have the meaning assigned to such term in the Preamble of this Agreement.

“Preemptive Rights New Shares” shall have the meaning assigned to such term in the Preamble of this Agreement.

“Shares” shall have the meaning assigned to such term in the Preamble of this Agreement.

“Subscription Agent” shall have the meaning assigned to such term in the Preamble of this Agreement.

“Subscription Agent’s Account” shall have the meaning assigned to such term in SECTION III (1) of this Agreement.

“Subscription Period” shall have the meaning assigned to such term in the Preamble of this Agreement.

“Underwriters” shall have the meaning assigned to such term in the Preamble of this Agreement.

SECTION II

PURPOSE

In accordance with the terms and conditions of this Agreement and the International Underwriting Agreement, and solely for the purpose specified in subsection (vii) of the Preamble, the Assigning Shareholders irrevocably assign and transfer to the Subscription Agent, who acts in the name and on behalf of the Bookrunners, the preemptive and accretion rights of the Preemptive Rights New Shares, for which the Underwriters and initial investors in the Local Offer may subscribe in full, subject to the amounts and percentages established in Schedule II.

SECTION III

PROCEDURE FOR THE ASSIGNMENT OF PREEMPTIVE RIGHTS

1. The Bookrunners agree that Francés Valores shall be the Subscription Agent for the Assigned Preemptive Rights and acknowledge and agree that the Assigning Shareholders shall transfer to the Subscription Agent the coupons representing the respective Assigned Preemptive Rights.

2. On the date of this Agreement, each of the Assigning Shareholders shall instruct BBVA Banco Francés S.A. (in its capacity as depository in the collective deposit of the Shares owned by the Assigning Shareholders, the “Depository”), in accordance with Schedule III of this Agreement, to transfer the coupons representing the Assigned Preemptive Rights to the Subscription Agent to the following account held in its name (the “Subscription Agent Account”):

Depositante: 1647 (BBVA Banco Francés S.A.).

Comitente: 21945 (BBVA Francés Valores S.A.).

3. The coupons representing the Assigned Preemptive Rights shall be credited to the Subscription Agent Account no later than 3:00 p.m. on July 6, 2017.

4. Subject to the terms of this Agreement, the Subscription Agent:

(i) shall receive from the Assigning Shareholders the coupons representing the Assigned Preemptive Rights;

(ii) if so required by the Bookrunners, shall exercise the Assigned Preemptive Rights in the name and on behalf of Bookrunners, in whole or in part, in accordance with the instructions received from the Bookrunners in order to satisfy the demand of the New Shares allotted in the Offer; and

(iii) shall transfer the Preemptive Rights New Shares received as a result of the exercise of the Assigned Preemptive Rights, in accordance with the instructions received by the Bookrunners.

SECTION IV

PROCEDURE FOR THE EXERCISE OF PREEMPTIVE RIGHTS

1. If the Assigned Preemptive Rights are exercised, on the Date of Issue and Settlement, the Subscription Agent shall transfer the Preemptive Rights New Shares to the accounts and to the persons indicated in the notices received in accordance with Schedule IV to this Agreement. The amount of consideration paid for the transfer of the New Shares shall be directly transferred by the Underwriters to the Company in accordance with the terms of the International Underwriting Agreement; provided that the Subscription Agent shall have no obligation to receive any payment and shall have no liability in connection with such payment.

2. If, before the Date of Issue and Settlement, the Subscription Agent receives from the Bookrunners a notice in the form substantially similar to the form attached hereto as Schedule V, this Agreement shall be automatically terminated and shall have no force or effect. In such case, the Subscription Agent shall transfer the coupons of the Assigned Preemptive Rights to the accounts specified by the Assigning Shareholders for such purpose.

3. The Company understands and agrees that the Bookrunners have the right to terminate this Agreement and to rescind and revoke the exercise of the Assigned Preemptive Rights at any time prior to the Date of Issue and Settlement.

4. The Subscription Agent shall exercise the Assigned Preemptive Rights only upon, and in accordance with, the instructions received from the Bookrunners. Notwithstanding the obligations assumed by Underwriters under the International Underwriting Agreement, the Subscription Agent, in its capacity as Subscription Agent, shall not disburse any funds of its own for the payment of such shares, in accordance with Section VII.

SECTION V

NOTIFICE OF ASSIGNMENT OF PREEMPTIVE RIGHTS ASSIGNED

By executing this Agreement, the Company agrees that it has been notified of the assignment of the Assigned Preemptive Rights on the terms and for the purposes provided in section 1620 of the Argentine Civil and Commercial Code.

SECTION VI

REPRESENTATIONS AND WARRANTIES

1. Each of the Assigning Shareholders represents and warrants to the Bookrunners the following as of this date:

(i) Good and marketable title over the Shares owned by the Assigning Shareholders. Each of the Assigning Shareholders has good and marketable title over its Shares and its Assigned Preemptive Rights arising from such Shares. The Shares of each of the Assigning Shareholders have been duly issued, paid and registered on the name of BBVA and BBV América, as applicable, at the register of shares of the Company kept by CVSA. The Shares of each of the Assigning Shareholders have been issued in accordance with applicable legal requirements, including but not limited to the LGS. The Shares of each of the Assigning Shareholders and Assigned Preemptive Rights are free from any encumbrances, assignments, pledges, attachments, transfer restrictions, legal actions or any other action that may affect the free disposition of Shares and the assignment and transfer of Assigned Preemptive Rights under this Agreement.

(ii) Authority. The Assigning Shareholders have full power, legal capacity, and authority to enter into this assignment and have all corporate approvals and authorizations and those authorizations required by law to: (a) execute this Agreement and provide all the instructions provided hereunder; (b) assign, transfer and convey Assigned Preemptive Rights for the subscription of the Preemptive Rights New Shares by the Subscription Agent in the form specified in this Agreement, and (c) make all the representations, warranties and commitments made by the Assigning Shareholders under this Agreement. Each of the Assigning Shareholders represents and warrants that the persons signing on its behalf has legal capacity and full and effective power and authority to bind such Assigning Shareholder as provided in this Agreement.

(iii) No manipulation. None of the Assigning Shareholders or any of its officers, directors, employees and persons controlling, controlled by or subject to common control with the Assigning Shareholders has directly or indirectly carried out any act aimed at obtaining, or that may constitute or reasonably constitute or result in, under the provisions of Law No. 26,8321, as amended and supplemented (the “Capital Markets Law”), the Rules of the CNV and BYMA’s regulations, or any other use or practice of the markets in Argentina or the markets where the ADS will be offered, the stabilization or manipulation of prices of any security that the Company lists in such market, in order to facilitate the sale or placement of the New Shares, the ADS and/or the New Shares or ADS subject to the over-allotment option.

(iv) No Authorizations. No authorization, approval, consent or order of any federal, state, county, local or foreign commission, court, body, agency authority, administrative agency or other governmental authority or self-regulating agency or non-governmental regulatory authority (including, without limitation, the CNV, the BYMA and CVSA) and no filing is required apart from those already obtained from and granted by, or filed with, such authorities, in connection with the performance of the obligations assumed by each of the Assigning Shareholders under this Agreement.

(v) No Violation. The execution and delivery of this Agreement and performance of the obligations hereunder, including, without limitation, providing the instructions established in this Agreement and the execution or delivery of the documents contemplated by this Agreement to which any of the Assigning Shareholders is a party, shall not constitute a default under or be deemed a violation or breach of (or constitute any act that, with the giving of notice, the lapse of time, or both, may result in a default, violation or breach of) (a) the certificate of incorporation, the bylaws or any similar document of incorporation of such Assigning Shareholder; (b) any agreement, mortgage, trust, bank loan, credit

agreement or any document evidencing indebtedness, license, lease agreement, or any agreement or instrument to which such Assigning Shareholder is a party or by which such Assigning Shareholder or any of its assets may be bound or affected, or (c) any local or foreign laws, orders, decrees, resolutions, communications, judgments, court decisions, out-of-court or governmental decisions, except in the case of (c) above, where any such default, violation or breach would not reasonably be expected to have a material adverse effect on the Assigning Shareholders’ ability to perform their obligations hereunder.

(vi) Enforcement. This Agreement and any instructions to be provided in accordance with this Agreement are in proper legal form under the laws of Argentina for the enforcement thereof in Argentina.

(vii) Enforcement in Spain. This Agreement and any instructions to be provided in accordance with this Agreement are lawful, valid and effective for the enforcement thereof in Spain; the provisions on applicable law and jurisdiction included in Section X of this Agreement are effective and binding in accordance with the laws of Spain, and any judgment entered by a court with jurisdiction in Argentina in connection with the execution of this Agreement, the assignment and transfer of Assigned Preemptive Rights and the execution of any document, instrument, instruction or agreement related with the execution and/or performance of this Agreement shall be enforceable at the courts of Spain without a review of the merits.

(viii) Effective Assignment. The execution of this Agreement, the assignment and transfer of Assigned Preemptive Rights and the execution of any document, instrument, instruction or agreement related with the execution and/or performance of this Agreement constitute valid and binding obligations of each Assigning Shareholder, enforceable against such Party in accordance with the terms hereof. The assignment of the Assigned Preemptive Rights is irrevocable.

(ix) Consideration. The indirect benefits arising from a successful Offer and capitalization of the Company shall be the sole consideration received by Assigning Shareholders for the assignment of Assigned Preemptive Rights made under this Agreement.

(x) Taxes. The Assigning Shareholders shall bear any taxes, duties, levies, imposts, deductions, charges and/or withholdings of any kind and to any jurisdiction payable as a result of the execution, delivery, performance and/or enforcement of this Agreement and the assignment of Preemptive Rights to the Subscription Agent.

2. Each of the Bookrunners represents and warrants to the Assigning Shareholders as of the date of this Agreement that it has legal capacity and full power and authority to enter into this assignment and has all authorizations and approvals required by law to execute this Agreement and to provide all the instructions contemplated herein. Each of the Bookrunners and the Subscription Agent represents and warrants that the persons who sign in the name and on behalf of each of them have legal capacity and have full power and authority.

3. Each of the Assigning Shareholders and the Bookrunners represents and warrants that the representations and warranties made in section 1 and 2 above will be in full force and effect as of the Date of Issue and Settlement.

SECTION VII

OBLIGATIONS OF THE SUBSCRIPTION AGENT

1. The obligations of the Subscription Agent in its capacity as Subscription Agent are the only and exclusive obligations expressly specified in this Agreement, and no provision herein shall be construed in a way that includes any implied obligation or duty for the Subscription Agent or that imposes any other duty, liability or obligation on the Subscription Agent not expressly provided for in this Agreement. The Subscription Agent shall perform its obligations hereunder upon and in accordance with the instructions of the Bookrunners delivered as agreed herein and signed by their authorized representatives. The Subscription Agent shall make no investigation whatsoever in connection with the execution of or compliance with the acts described in the notices received or the truthfulness or accuracy thereof. The Subscription Agent shall not be liable for any failure or delay of the Assigning Shareholders, CVSA, the Depository or the Company in the transfer of the coupons representing the Assigned Preemptive Rights, in the issue and transfer of New Shares and in any other act not expressly contemplated in this Agreement to be performed by the Subscription Agent.

2. If an attachment order is issued or all or part of the New Shares are encumbered by court order and/or resolution of any other authority with sufficient powers, or the delivery of all of part of the New Shares is suspended or prohibited by order of any court and/or authority with sufficient powers, or a court and/or authority with sufficient powers orders or issues a resolution, judgment or decree affecting all or part of the New Shares, the Subscription Agent shall comply, in a reasonable manner, with all such resolutions, orders or judgments issued in connection thereof, provided that the Subscription Agent shall be released from any liability arising therefrom.

3. No provision of this Agreement shall require Francés Valores, in its capacity as Subscription Agent, to disburse or apply its own funds or to incur any other financial debt to comply with its obligations hereunder.

SECTION VIII

INDEMNITY

1. Indemnity by Assigning Shareholders. The Assigning Shareholders agree to severally and jointly indemnify and hold the Subscription Agent, its shareholders, directly and indirectly controlling companies, all its directors and officers, and any successors and assigns thereof, harmless from any loss, damage, expense, liability or claim arising as a result of their acts as subscription agents under this Agreement, except for any such loss, damage, expense, liability or claim that arises as a result of the Subscription Agent’s willful misconduct or gross negligence determined by a final judgment of a court with jurisdiction. Assigning Shareholders also agree to severally and jointly indemnify and hold the Underwriters, their shareholders, their directly and indirectly controlled companies, and all their directors and officers, and any successors and assigns thereof, harmless from any loss, damage, expense, liability or claim that may arise as a result of any misrepresentation or inaccuracy in the representations and warranties made by Assigning Shareholders under this Agreement, from any other failure to comply with the obligations of the Assigning Shareholders under this Agreement or any taxes, duties, levies, imposts, deductions, charges and/or withholdings of any kind and in any jurisdiction payable by or imposed upon the Underwriters. This indemnity shall be effective and survive until the end of the period established in the statute of limitations for the rights and actions available to bring claims for the payments due on account of the above items, notwithstanding the early termination of or performance of this Agreement.

SECTION IX

SUBSCRIPTION AGENT’S FEES

In consideration for the Subscription Agent’s compliance with its obligations hereunder, the Assigning Shareholders shall pay the Subscription Agent the fees set forth in the fee letter dated as of the date hereof by and between the Assigning Shareholders and Subscription Agent (the “Fee Letter”) within the timeframe and in accordance with the terms set forth in the Fee Letter.

SECTION X

MISCELLANEOUS

1. Applicable Law. This Agreement is governed by and shall be construed in accordance with the laws of Argentina.

2. Jurisdiction. Any controversy arising between the parties in connection with this Agreement, the existence, validity, condition, interpretation, extent, performance or termination thereof, shall be finally resolved by the General Arbitration Tribunal of the Buenos Aires’ Stock Exchange, in accordance with effective arbitration rules known and agreed by the Parties, provided that the Parties agree to waive to their rights to file any appeal against the arbitral award.

Such waiver to file appeals shall not prevent the Parties from filing clarification and nullity actions.

3. Notices. All notices and other communications hereunder shall be made in writing and sent or delivered to the address indicated in the Preamble to this Agreement, unless another address is provided in writing to all the Parties.

4. Amendments and waivers. No amendment or modification to any provision of this Agreement shall be valid unless made in writing and signed by all the Parties. No waiver of any of the Parties to any default, misrepresentation or breach of any provision of this Agreement, whether intentionally or not, shall be deemed as a waiver to any prior or subsequent default, misrepresentation or breach or affect in any manner the rights arising from such prior or subsequent event.

5. Severability. If any term or provision of this Agreement is held invalid, ineffective or unenforceable under any circumstances or in any jurisdiction, such invalidity, ineffectiveness or unenforceability shall not affect the validity or enforceability of the remaining terms and provisions of this Agreement.

6. Fair Agreement. This Agreement is a fair agreement executed under equal conditions for both Parties. Each of the Parties agrees, represents and warrants to the other Parties that it has carried out a complete review of this Agreement, had the opportunity to review, negotiate and propose modifications to this Agreement, executed this Agreement based on its own assessment and evaluation and with the consent and upon the advice of independent legal counsel. The Parties further agree that the contra proferentem principle for the interpretation of agreements and/or contracts is not and may not be applied to the provisions of this Agreement. Any ambiguity or inconsistency of this Agreement shall be resolved in accordance with the most reasonable interpretation and not strictly in favor of or against any Party to this Agreement based on the fact that such Party was or was not the drafter of such provision of this Agreement or any draft copy thereof. Based on the foregoing, the Parties agree and accept that this Agreement is not an agreement of adhesion under the terms of section 984 of the Argentine Civil and Commercial Code, this being an essential condition for the Parties to enter into this Agreement.

IN WITNESS THEREOF, the Parties execute 7 identical copies of this agreement with the purpose of providing one copy for each of the Parties and one copy for the Company.

By: Banco Bilbao Vizcaya Argentaria S.A.

Title:

By: BBV América SL

Title:

By: Citigroup Global Markets Inc.

Title:

By: Morgan Stanley & Co. LLC

Title:

By: BBVA Francés Valores S.A. as Subscription Agent

Title:

By: BBVA Banco Francés S.A., for purposes of acknowledging its agreements and obligations included herein, and to acknowledge and agree to the rights of the Bookrunners as established in Section IV, paragraphs 2 and 3.

Title:

[Schedules omitted]