BHSA-PTE. PTTE. ACTA DE DIRECTORIO Nº 354_APROB. SERIE

[Letterhead of Banco Hipotecario.]
TRANSCRIPTION OF RELEVANT PART OF BOARD MINUTES No. 354 OF BANCO
HIPOTECARIO S.A. - “BOARD MINUTES No. 354. In the City of Buenos Aires, on this 3rd
day of September of the year two thousand and fourteen, at 3:20 p.m., a meeting was held by
the Board of Directors of BANCO HIPOTECARIO S.A. at its registered office, presided over
by its 1st Vice Chairman Mario BLEJER and with the attendance of the following Regular
Directors: for Class “C”, Ada M. MAZA and for Class “D”, Carlos B. PÍSULA, Gabriela A.
REZNIK, Ernesto M. VIÑES, Mauricio E. WIOR and Saúl ZANG. Also present were the
following Regular Statutory Auditors: for Class “A”, Alfredo H. GROPPO and for Classes “C”
and “D”, José Daniel ABELOVICH, Ricardo FLAMMINI and Marcelo H. FUXMAN; and
General Manager Fernando S. RUBIN. Chairman Eduardo S. ELSZTAIN and Directors Diego
L. BOSSIO, Mariana GONZALEZ, Edgardo FORNERO, Jacobo J. DREIZZEN and Pablo
VERGARA DEL CARRIL and Statutory Auditor Martín E. SCOTTO were absent to the
meeting. Upon verifying the existence of legal and statutory quorum Mr. BLEJER called the
meeting to order (…). Thereafter, Mr. BLEJER submitted the ninth Agenda item referring to:
CONSIDERATION AND APPROVAL OF THE ISSUANCE OF SERIES XXII NOTES
(“SERIES XXII”) AND SERIES XXIII NOTES (“SERIES XXIII”), BOTH SERIES TO
BE ISSUED UNDER THE GLOBAL PROGRAM FOR THE ISSUANCE OF NOTES FOR
A MAXIMUM OUTSTANDING AMOUNT OF UP TO US$ 500,000,000 (OR ITS
EQUIVALENT IN PESOS), AS APPROVED BY THE GENERAL ORDINARY
SHAREHOLDERS’ MEETING DATED MAY 23, 2008, WITH THE POWERS
DELEGATED ON THE BOARD OF DIRECTORS HAVING BEEN RENEWED BY THE
SHAREHOLDERS’ MEETINGS DATED APRIL 30, 2010, MARCH 27, 2012 AND APRIL
24, 2014 (THE “PROGRAM”). In this regard, Mr. BLEJER took the floor and expressed that it
was advisable to approve the issuance of Series XXII and Series XXIII (jointly, the “Notes”) to
be issued under the Bank’s Global Program, for an amount of up to Ps. 500,000,000 (“Total
Amount”) and its respective Pricing Supplement, which has been updated with the Bank’s
economic-financial information according to the latest quarterly Financial Statements recently
filed. In addition, Mr. BLEJER proposed that the Bank may decide, at its exclusive discretion,
to reopen the Serie(s) at any time whenever the market conditions deem it advisable.
Accordingly, the Vice Chairman recommended that this Board of Directors approve the
issuance of the Notes for up to the Total Amount. After an exchange of opinions, the motion
was unanimously approved. Then, Mr. BLEJER submitted sub-item 9.1: APPROVAL OF
SUBDELEGATION OF BROAD POWERS IN ORDER FOR THE APPOINTEES TO
DETERMINE AND APPROVE ALL THE TERMS AND CONDITIONS FOR THE
ISSUANCE OF SERIES XXII AND SERIES XXIII, IN PARTICULAR, AND WITHOUT
LIMITATION, THE TIME, AMOUNT, TERM, INTEREST RATE, ISSUE PRICE,
RETURN, METHOD OF ISSUANCE, PLACEMENT AND POTENTIAL REOPENING,
AND/OR NEW TRANCHES AS WELL AS ANY OTHER APPLICABLE TERMS.
AUTHORIZATIONS. In this regard, Mr. BLEJER stated that it was advisable: 1) To approve
the Subdelegation of broad powers for the issuance of Series XXII and Series XXIII, being
empowered to determine the time, amount, term, interest rate, issue price, return, method of
issuance, placement and potential reopening and/or the issuance of new tranches, without
limitation, as well as such other terms as may be applicable for the implementation of the
referred issuance. In view of the foregoing and after a brief debate, the Board of Directors
unanimously resolved: 1) To subdelegate powers to Messrs. Ernesto M. Viñes, Pablo Vergara
del Carril, Gabriel A. Reznik, Mariana González and Gabriel Pablo Blasi, so that, any two of
them acting jointly (hereinafter, the “Appointees”), with subdelegation powers, may, without
limitation: (i) establish the final terms of issuance, such as time, amount, term, interest rate,
issue price, return, method of issuance, placement and potential reopening and/or issuance of
new tranches; (ii) apply for such authorizations and approvals as may be necessary before the
competent entities for the issuance, public offering and placement of the Notes before the
Argentine Securities Commission (“CNV”), the Buenos Aires Stock Exchange (“BCBA”) or
such entity as may replace it in the future, Mercado Abierto Electrónico (“MAE”), such stock
exchanges of Argentina and/or abroad as the Appointees may determine in due course, Caja de
Valores S.A. (“CAVSA”) and/or such other similar entities as may be applicable; (iii) execute
any agreement or documentation necessary for implementing the issuance and placement of the
Notes and make such amendments, deletions, or additions as may be necessary or required by
the CNV, the BCBA, the MAE and other stock exchanges of Argentina and/or abroad, CAVSA
and/or other similar entities. After an exchange of opinions, the Directors unanimously resolved
to delegate and authorize the Appointees under the terms and conditions described hereinabove
in item (i); and 2) To authorize Messrs. Carolina Zang, Armando Fabián Ricci, Lucila
Huidobro, Carolina Arroyo, Francisco Bereciartúa, Magdalena Bibiloni, Andrés Chomczyk,
María Amalia Cruz, and Luis Schenone, so that, any of them acting indistinctly, may carry out
the filings with the CNV and/or the stock exchanges and authorized markets of Argentina or
abroad, where an application is made for the authorization of the public offering and listing of
the Notes, being empowered to take notice of proceedings; and so that any of them acting
indistinctly, may answer notices, start proceedings and carry out such other acts as may be
required to obtain the necessary approvals for the authorization of the public offering, placement
and issuance of the Notes in the applicable jurisdictions as well as the trading or listing thereof
in the stock exchanges and other authorized markets, executing to that effect all the necessary
documentation. (…).”---------------------------------------This is a true transcription of the relevant part of Board Minutes Nº 354, relating to the
meeting held on September 3, 2014, transcribed in Board’s Minutes Book No. 19, on pages
116 to 131, Seal (Rúbrica) No. 37045-14, dated June 19, 2014. ------------------These minutes are issued and signed for purposes of their filing with whom it may concern
in Buenos Aires, on September 12, 2014. ------------------/s/
ERNESTO VIÑES
ATTORNEY-IN-FACT
These copies are certified in Notarial Sheet No. V000518140. I ATTEST.
/S/ [Illegible seal]
[Emblem of Association of Notaries Public.] Authentication Law 404
AUTHENTICATION OF COPIES
V 000518140
CERTIFICATE: In my capacity as Notary Public, holder of Notarial Registry 2120 of the City
of Buenos Aires, I hereby CERTIFY that the attached document, consisting of THREE (3)
sheets, which I sign and seal, is a TRUE COPY of the original that I have before me, I attest;
which is the transcription of the relevant part of Board Minutes No. 354 corresponding to the
meeting of the Board of Directors of BANCO HIPOTECARIO S.A. dated September 3, 2014,
signed by Directors Mario Blejer, Ada Maza, Carlos Písula, Gabriel Reznik, Ernesto Viñes,
Mauricio Wior and Saúl Zang, copied in Board’s Minutes Book No. 19 on pages 116 to 131,
Seal No. 37045-14, dated June 19, 2014. At the request of “BANCO HIPOTECARIO
SOCIEDAD ANÓNIMA” and for it to be filed with whom it may concern, I hereby issue this
authentication in the City of Buenos Aires on September 16, 2014. I ATTEST.
/S/ [Illegible seal]