CALCULATION OF REGISTRATION FEE

Title of each Class of Securities to be Registered

Amount to be Registered

Proposed Maximum Aggregate Price per Share

Proposed Maximum Aggregate Offering Price

Amount of Registration Fee (3)

Class B ordinary shares, par value Ps.1.00 per share (including Class B ordinary shares represented by American Depositary Shares) (1) (2)

85,100,000

US$9.00

US$765,900,000.00

US$88,767.81

Notes:—

TABLE OF CONTENTS

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-218279

Prospectus Supplement
to Prospectus dated May 26, 2017

74,000,000 Class B Ordinary Shares, including Class B Ordinary Shares
represented by American Depositary Shares

Banco Macro S.A.

We, Banco Macro S.A., a sociedad anónima organized under the laws of the Republic of Argentina, are offering 74,000,000 Class B ordinary shares, par value Ps.1.00 per share, including Class B ordinary shares represented by American depositary shares (“ADSs”), each representing 10 of our Class B ordinary shares.

We are offering ADSs and Class B ordinary shares in a global offering, which consists of an international offering of ADSs in the United States and other countries outside Argentina, a concurrent offering of Class B ordinary shares in Argentina and an offering of Class B ordinary shares in Argentina pursuant to preferential rights of our existing shareholders, as described below. The international offering of the ADSs in the United States and other countries outside Argentina is being underwritten by the underwriters named in this prospectus supplement. In the Argentine offering, Class B ordinary shares are being offered to investors in Argentina through the Argentine placement agent named in this prospectus supplement. The closings of the international offering and the Argentine offering are conditioned upon each other. This prospectus supplement is not complete without, and may not be utilized except in connection with, the accompanying prospectus, including any amendments or supplements thereto.

The ADSs are listed on the New York Stock Exchange (the “NYSE”) under the symbol “BMA”. On June 12, 2017, the last reported sale price of the ADSs was US$91.22 per ADS on the NYSE. In addition, our Class B ordinary shares are listed on the Bolsas y Mercados Argentinos S.A. (the “BYMA”) and on the Mercado Abierto Electrónico S.A. (the “MAE”) under the symbol “BMA”. On June 12, 2017, the last reported sale price of our Class B ordinary shares was Ps.144.10 per share on the BYMA.

Our existing shareholders have preferential rights, including preemptive rights and accretion rights, to subscribe to our capital increase resulting from the global offering. The preferential subscription period expired on June 12, 2017. The offering pursuant to the preferential rights has not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, may not be offered to our shareholders in the United States or to ADS holders. Certain shareholders have assigned their preferential rights to the Argentine placement agent and, in order to facilitate the international offering, the Argentine placement agent, at the discretion of the underwriters, will exercise these rights to purchase Class B ordinary shares, including Class B ordinary shares represented by ADSs, to be sold by us in the international offering. In addition, the underwriters will be able to acquire from us any Class B ordinary shares, including Class B ordinary shares represented by ADSs, relating to preferential rights that are not exercised. See “Underwriting” in this prospectus supplement.

Investing in the ADSs or our Class B ordinary shares involves significant risks. Before buying any securities, you should carefully read the discussion of material risks of investing in the ADSs or our Class B ordinary shares set forth under the caption “Item 3. Key Information — D. Risk Factors” in the 2016 Form 20-F (as defined below), as well as the information set forth under the caption “Risk Factors” beginning on page S- 15 of this prospectus supplement, for more information.

		Per ADS				Total
Initial price to public in the international offering			US$90.000				US$598,378,590.00
Underwriting discount (1)			US$2.025				US$13,463,518.27
Proceeds, before expenses, to Banco Macro S.A. in the international offering (2)			US$87.975				US$584,915,071.73

Note: — 

The underwriters may also exercise their option to purchase up to an additional 11,100,000 Class B ordinary shares, including Class B ordinary shares represented by ADSs, from us, at the public offering price, less the underwriting discount within 30 days after the date of this prospectus supplement. All of our existing shareholders will have preferential rights with respect to the Class B ordinary shares, including Class B ordinary shares represented by ADSs, offered pursuant to the underwriters’ option to purchase additional Class B ordinary shares, including Class B ordinary shares represented by ADSs; provided, however, that such preferential rights may not be offered to our shareholders in the United States and are not being made available to ADS holders. New shareholders will not have preferential rights with respect to the Class B ordinary shares, including Class B ordinary shares represented by ADSs, offered pursuant to the underwriters’ option to purchase additional Class B ordinary shares.

The offering of our Class B ordinary shares in Argentina will be registered with the Argentine securities regulator ( Comisión Nacional de Valores , or the “CNV”). Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities regulators have approved or disapproved these securities, or determined if this prospectus supplement or the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the ADSs against payment in New York, New York on June 19, 2017.

 

Global Coordinator and Bookrunner

Goldman Sachs & Co. LLC

Joint Bookrunner

BofA Merrill Lynch

Prospectus Supplement dated June 12, 2017

TABLE OF CONTENTS

TABLE OF CONTENTS

Prospectus Supplement

		Page
ABOUT THIS PROSPECTUS SUPPLEMENT			S-ii
GENERAL INFORMATION			S-ii
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			S-iii
FORWARD-LOOKING STATEMENTS			S-iv
PROSPECTUS SUPPLEMENT SUMMARY			S-1
SUMMARY FINANCIAL AND OPERATING DATA			S-6
THE OFFERING			S-11
RISK FACTORS			S-15
EXCHANGE RATES			S-17
USE OF PROCEEDS			S-19
CAPITALIZATION			S-20
DILUTION			S-22
MARKET PRICE OF OUR CLASS B ORDINARY SHARES AND AMERICAN DEPOSITARY RECEIPTS			S-24
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			S-26
PRINCIPAL SHAREHOLDERS			S-34
TAXATION			S-35
UNDERWRITING			S-43
LEGAL MATTERS			S-50

Prospectus

		Page
ABOUT THIS PROSPECTUS			ii
WHERE YOU CAN FIND MORE INFORMATION			ii
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			ii
FORWARD-LOOKING STATEMENTS			iv
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES			v
BANCO MACRO S.A.			1
REASONS FOR THE OFFERING AND USE OF PROCEEDS			2
PROSPECTUS SUPPLEMENT			2
DESCRIPTION OF SHARE CAPITAL			2
DESCRIPTION OF AMERICAN DEPOSITARY SHARES			3
DESCRIPTION OF RIGHTS TO PURCHASE CLASS B ORDINARY SHARES			3
PLAN OF DISTRIBUTION			5
LEGAL MATTERS			6
EXPERTS			6

TABLE OF CONTENTS

TABLE OF CONTENTS

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” the information we submit to it, which means that we can disclose important information to you by referring you to those documents that are considered part of this prospectus supplement. Information contained in this prospectus supplement and information that we submit to the SEC in the future and incorporate by reference will automatically update and supersede the previously submitted information. We incorporate herein by reference the documents listed below that we have furnished to the SEC:

As you read the above documents or other documents incorporated by reference, you may find inconsistencies in information from one document to another. If you find inconsistencies, you should rely on the statements made in this prospectus supplement or in the most recent document incorporated by reference herein.

To obtain copies of documents incorporated by reference herein or in the accompanying prospectus, see “Where You Can Find More Information” in the accompanying prospectus. In addition, upon written or oral request, we will provide to any person, at no cost to such person, including any beneficial owner to whom a copy of this prospectus supplement is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus supplement but not delivered with this prospectus supplement. You may make such a request by writing or telephoning us at the following address or telephone number:

Banco Macro S.A.
Sarmiento 447
City of Buenos Aires
Argentina
Tel: +54-11-5222-6730

TABLE OF CONTENTS

TABLE OF CONTENTS

Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update publicly or to revise any forward-looking statements after we distribute this prospectus supplement because of new information, future events or other factors. In light of the risks and uncertainties described above, the forward-looking events and circumstances discussed in this prospectus supplement might not occur and are not guarantees of future performance.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus. This summary is not complete and does not contain all of the information that you should consider before making a decision to invest in the ADSs. You should read carefully this entire prospectus supplement and the accompanying prospectus, including each of the documents incorporated herein and therein by reference, including the financial statements and notes to those financial statements incorporated by reference herein and therein. You should carefully read the discussion of material risks of investing in the ADSs set forth under the caption “Item 3. Key Information — D. Risk Factors” in our annual report on Form 20-F for the fiscal year ended December 31, 2016 filed with the SEC on April 24, 2017 (the “2016 Form 20-F”), which is incorporated by reference in the accompanying prospectus, and additional information set forth under the caption “Risk Factors” beginning on page S- 15 of this prospectus supplement, for more information.

Banco Macro S.A.

We are one of the leading banks in Argentina. With the most extensive private-sector branch network in the country, we provide standard banking products and services to a nationwide customer base. We distinguish ourselves from our competitors by our strong financial position and by our focus on low- and middle-income individuals and small- and medium-sized businesses, generally located outside of the City of Buenos Aires. We believe this strategy offers significant opportunity for continued growth in our banking business. According to the Argentine Central Bank ( Banco Central de la República de Argentina , or the “Central Bank”), as of January 1, 2017, we were ranked first in terms of branches and equity, third in terms of total loans and fourth in terms of total deposits among private banks in Argentina.

As of March 31, 2017, on a consolidated basis, we had:

Our consolidated net income for the year ended December 31, 2016 was Ps.6,540.8 million (US$425.2 million), representing a return on average equity of 34.1% and a return on average assets of 5.2%. Our consolidated net income for the three months ended March 31, 2017 was Ps.1,764.0 million (US$114.7 million), representing an annualized return on average equity of 30.5% and an annualized return on average assets of 4.6%.

In general, given the relatively low level of banking intermediation in Argentina, there are limited products and services being offered. We are focusing on the overall growth of our loan portfolio by expanding our customer base and encouraging them to make use of our lending products. We have a holistic approach to our banking business; we do not manage the Bank by segments or divisions or by customer categories, by products and services, by regions, or by any other segmentation for the purpose of allocating resources and assessing profitability. We offer savings and checking accounts, credit and debit cards, consumer finance loans and other credit-related products and transactional services available to our individual customers and small- and medium-sized businesses through our branch network. We also offer Plan Sueldo payroll services, lending, corporate credit cards, mortgage finance, transaction processing and foreign exchange services. In addition, our Plan Sueldo payroll processing services for private companies and the public sector give us a large and stable customer deposit base.

TABLE OF CONTENTS

Our Competitive Strengths

We believe we are well positioned to benefit from opportunities created by the economic and business environment in Argentina. Our competitive strengths include the following:

TABLE OF CONTENTS

Our Strategy

Our competitive strengths position us to better participate in the future development of the Argentine financial system.

We operate in accordance with our sustainability policy based on five business-related strategic pillars that impact all our clients, establishing a short-, medium- and long-term sustainability strategy. Our strategic sustainability pillars are:

Our goal is to promote the overall growth of the Bank by increasing our customer base, expanding our loan portfolio and generating more fee income from transactional services. We achieve this goal by managing the Bank on a holistic basis, focusing our growth strategy on the marketing and promotion of our standard banking products and services. We have pursued our growth strategy by acquiring banks throughout Argentina, which has enabled us to significantly expand our branch network and customer base. We have taken advantage of the opportunities presented by the Argentine financial system to move into new locations by acquiring banks or absorbing branches from banks liquidated by the Central Bank.

We intend to continue enhancing our position as a leading Argentine bank. The key elements of our strategy include:

TABLE OF CONTENTS

TABLE OF CONTENTS

Recent Developments

At our annual ordinary and extraordinary shareholders’ meeting held on April 28, 2017, the shareholders approved, among other matters:

On May 8, 2017, we issued Ps.4,620,570,000 aggregate principal amount of 17.500% notes due 2022.

April 2017 Dividend

The aggregate dividend payment of Ps.701,475,633.60, approved by our shareholders’ meeting on April 28, 2017, was approved by the Central Bank on May 29, 2017, and will be payable to all shareholders who held our Class B ordinary shares on June 12, 2017, subject to Argentine law requirements, the Deposit Agreement (as defined herein) and applicable foreign exchange regulations.

As the Class B ordinary shares and ADSs offered hereunder will be issued after June 12, 2017, investors who acquire the Class B ordinary shares or ADSs in the global offering will not be entitled to receive a dividend payment in respect of such acquired Class B ordinary shares or ADSs. The dividend will be paid in pesos and, in the case of ADSs, will be converted into U.S. dollars, and paid to holders of ADSs after deduction of commissions, currency conversion charges, taxes and/or government charges in accordance with the Deposit Agreement.

TABLE OF CONTENTS

TABLE OF CONTENTS

the three months ended March 31, 2016 and 2017, incorporated by reference herein. Following our adoption of IFRS, our results of operation may differ significantly from previous amounts reported under Central Bank Rules. In particular, we expect that our adoption of IFRS, as supplemented by applicable Argentine regulations, will affect our accounting of certain items in our consolidated financial statements.

Consolidated Income Statement Data

		Year Ended December 31,												Three Months Ended March 31,
		2014				2015 (1)				2016				2016 (1)				2017
		(in thousands of pesos, except for number of shares, net income per share and dividends per share)
														(unaudited)
Central Bank Rules:
Financial income			14,682,649				20,109,123				28,935,288				6,419,245				7,600,382
Financial expense			(6,582,561	)			(8,842,655	)			(13,300,762	)			(3,153,905	)			(2,960,035	)
Gross intermediation margin			8,100,088				11,266,468				15,634,526				3,265,340				4,640,347
Provision for loan losses			(664,882	)			(877,134	)			(1,073,085	)			(178,233	)			(361,244	)
Service charge income			4,655,788				6,115,362				7,968,732				1,737,881				2,401,304
Service charge expense			(1,215,759	)			(1,714,833	)			(2,603,839	)			(575,815	)			(734,324	)
Administrative expenses			(5,498,879	)			(7,225,908	)			(9,970,656	)			(2,120,934	)			(2,963,533	)
Other income			351,203				409,172				598,449				139,230				144,490
Other expense			(262,350	)			(442,216	)			(481,326	)			(86,810	)			(145,283	)
Minority interest in subsidiaries			(23,492	)			(35,359	)			(54,592	)			(10,646	)			(15,844	)
Income tax			(1,962,186	)			(2,485,663	)			(3,477,377	)			(762,384	)			(1,201,868	)
Net income			3,479,531				5,009,889				6,540,832				1,407,629				1,764,045
Net income per share (2)			5.95				8.57				11.19				2.41				3.02
Dividends per share in Ps. approved by the shareholders’ meeting			1.02				1.10				1.20	(3)			—				—
Dividends per share in US$ approved by the shareholders’ meeting			0.12				0.08				0.08	(3)			—				—
Number of outstanding shares (in thousands)			584,563				584,563				584,563				584,563				584,563
U.S. GAAP: (4)
Net income			3,572,933				4,947,144				6,637,008				—				—
Less: Net income attributable to the non-controlling interest			(25,424	)			(37,299	)			(58,097	)			—				—
Net income attributable to the controlling interest			3,547,509				4,909,845				6,578,911				—				—
Net income per share			6.11				8.46				11.35				—				—
Total net income per share attributable to the controlling interest (5)			6.07				8.40				11.25				—				—
Weighted average number of outstanding shares (in thousands)			584,537				584,563				584,563				—				—

Notes: — 

TABLE OF CONTENTS

Consolidated Balance Sheet Data

		As of December 31,												As of March 31,
		2014				2015 (1)				2016				2017
		(in thousands of pesos)
														(unaudited)
Central Bank Rules:
Assets
Cash and due from banks and correspondents			15,434,202				19,402,821				36,089,156				29,014,735
Government and private securities			10,312,498				15,391,372				19,846,269				23,777,564
Loans:
to the non-financial government sector			604,417				748,067				1,532,532				479,968
to the financial sector			213,867				227,390				1,730,620				1,890,138
to the non-financial private sector and foreign residents			44,108,055				62,852,922				86,540,360				93,757,294
Allowances for loan losses			(1,186,044	)			(1,495,964	)			(1,830,505	)			(2,044,072	)
Other assets			5,508,639				7,825,351				11,090,528				20,116,699
Total assets			74,995,634				104,951,959				154,998,960				166,992,326
Average assets (2)			67,852,744				86,493,207				126,081,164				155,941,443
Liabilities and shareholders’ equity
Deposits:
from the non-financial government sector			8,570,055				9,588,378				9,552,190				13,007,583
from the financial sector			38,683				40,145				55,867				50,869
from the non-financial private sector and foreign residents			46,107,816				66,893,075				102,331,683				102,124,399
Other liabilities from financial intermediation and other liabilities			7,228,056				10,187,824				14,011,410				21,050,116
Provisions			171,923				258,025				335,007				351,667
Subordinated corporate bonds			1,287,317				1,957,618				6,407,840				6,322,304
Items pending allocation			6,966				21,039				16,266				16,776
Minority interest in subsidiaries			93,001				128,305				182,799				198,669
Total liabilities			63,503,817				89,074,409				132,893,062				143,122,383
Shareholders’ equity			11,491,817				15,877,550				22,105,898				23,869,943
Average shareholders’ equity (2)			10,425,703				13,477,595				19,188,120				23,443,450
U.S. GAAP (3)
Shareholders’ equity attributable to the controlling interest			11,323,047				15,740,455				22,113,057				—
Non-controlling interests			95,479				132,778				190,875				—
Shareholders’ equity			11,418,526				15,873,233				22,303,932				—

Notes: — 

TABLE OF CONTENTS

Ratios in Accordance with Central Bank Rules

		As of and for the Year Ended December 31,												As of and for the Three Months Ended March 31,
		2014				2015				2016				2016				2017
		(in thousands of pesos)
Consolidated ratios:
Profitability and Performance
Net interest margin (%) (1)			15.74				17.90				18.22				16.74				18.25
Fee income ratio (%) (2)			36.50				35.18				33.76				34.74				34.10
Efficiency ratio (%) (3)			43.11				41.57				42.24				42.39				42.09
Ratio of earnings to fixed charges (excluding interest on deposits) (4)			25.04x				31.40x				23.65x				23.90x				20.53x
Ratio of earnings to fixed charges (including interest on deposits) (5)			2.01x				2.07x				1.93x				1.84x				2.30x
Fee income as a percentage of administrative expense (%)			84.67				84.63				79.92				81.94				81.03
Return on average equity (%) (6)			33.37				37.17				34.09				33.36				30.52
Return on average assets (%) (6)			5.13				5.79				5.19				5.13				4.59
Liquidity
Loans as a percentage of total deposits (%)			82.11				83.41				80.22				76.01				83.46
Liquid assets as a percentage of total deposits(%) (7)			40.57				38.43				47.64				44.37				44.69
Capital
Total equity as a percentage of total assets (%)			15.32				15.13				14.26				15.26				14.29
Regulatory capital as a percentage of credit risk-weighted assets(%) (8)			24.02				20.79				30.00				23.48				22.75
Asset Quality
Non-performing loans as a percentage of total loans (%) (9)			1.95				1.55				1.15				1.58				1.36
Allowances for loan losses as a percentage of total loans (%)			2.64				2.34				2.04				2.40				2.13
Allowances for loan losses as a percentage of non-performing loans (%) (9)			135.29				151.48				176.77				151.79				156.22
Operations
Number of branches			434				439				444				439				445
Number of employees (10)			8,693				8,727				8,617				8,749				8,675

Notes: — 

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS

similar lock-up provisions, subject to certain exceptions. After these lock-up agreements expire, their securities will be eligible for sale in the public market. The market price of our Class B ordinary shares or the ADSs could drop significantly if these persons sell our Class B ordinary shares or the ADSs or the market perceives that they intend to sell them.

You may suffer dilution, and trading prices for our Class B ordinary shares or the ADSs may decline.

Purchasers of our Class B ordinary shares or the ADSs offered by this prospectus may suffer immediate and substantial dilution of their investment to the extent the price per Class B ordinary share or ADS offered hereunder is higher than the net tangible book value per Class B ordinary share or ADS, as applicable. See “Dilution” in this prospectus supplement. Additionally, we may issue additional shares of our capital stock for financing future acquisitions or new projects or for other general corporate purposes. Any such issuance could result in a dilution of your ownership stake and/or the perception of any such issuances could have an adverse impact on the market price of the Class B ordinary shares or ADSs.

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 ordinary 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 ordinary shares, except if the depositary is a foreign entity and it is not registered with the Inspección General de Justicia (Superintendency of Legal Entities, or “IGJ”), although in this case, the Depositary is registered with the IGJ. 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, Argentine Law No. 26,831 requires us to notify our shareholders by publication in certain official and private newspapers 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:

To exercise their voting rights, ADS holders must instruct the Depositary on how to vote the underlying shares. 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 ordinary shares.

TABLE OF CONTENTS

TABLE OF CONTENTS

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.

		High				Low				Average (1)				Period End
Year ended December 31,
2012			4.9173				4.3048				4.5515				4.9173
2013			6.5180				4.9228				5.4798				6.5180
2014			8.5555				6.5430				8.1188				8.5520
2015			13.7633				8.5537				9.2689				13.0050
2016			16.0392				13.0692				14.7794				15.8502
Month
September 2016			15.4023				14.8843				15.1007				15.2633
October 2016			15.2250				15.1152				15.1810				15.1745
November 2016			15.8442				15.0183				15.3399				15.8442
December 2016			16.0392				15.5225				15.8296				15.8502
January 2017			16.0533				15.8083				15.9065				15.9117
February 2017			15.8350				15.3675				15.5983				15.4550
March 2017			15.6687				15.3818				15.5287				15.3818
April 2017			15.4532				15.1742				15.3600				15.4268
May 2017			16.1420				15.2687				15.6981				16.1420
June 2017 (2)			16.0577				15.9000				15.9942				15.9317

Notes: — 

Source: Central Bank

TABLE OF CONTENTS

TABLE OF CONTENTS

CAPITALIZATION

The following table sets forth our consolidated capitalization as of March 31, 2017, in pesos and U.S. dollars as of March 31, 2017 (i) on an actual basis, (ii) as adjusted to reflect (a) the issuance by us of 17.500% notes due 2022 in an aggregate principal amount of Ps. 4,620,570,000 on May 8, 2017 and (b) the aggregate dividend of Ps.701,475,633.60 to our shareholders, which was approved at the shareholders’ meeting held on April 28, 2017 and was approved by the Central Bank on May 29, 2017 (See “Prospectus Supplement Summary —  April 2017 Dividend” in this prospectus supplement) and (iii) as further adjusted to reflect the issuance of the Class B ordinary shares, including Class B ordinary shares represented by ADSs, in the global offering, net of fees and expenses (See “Use of Proceeds” in this prospectus supplement).

This table is qualified in its entirety by reference to, and should be read together with, the information set forth under the captions “Presentation of certain financial and other information” in the 2016 Form 20-F; “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus supplement; and our unaudited interim consolidated financial statements as of March 31, 2017 and for the three months ended March 31, 2016 and 2017 incorporated by reference in this prospectus supplement.

		As of March 31, 2017								As Adjusted for Debt Issuance and April 2017 Dividend								As Further Adjusted for the Issuance of Class B Ordinary Shares (1)
		(in thousands of Ps., except ratios)				(in thousands of US$, except ratios) (2)				(in thousands of Ps., except ratios)				(in thousands of US$, except ratios) (2)				(in thousands of Ps., except ratios)				(in thousands of US$, except ratios)
Deposits from Customers:
Demand deposits			26,568,117				1,727,244				26,568,117				1,727,244				26,568,117				1,727,244
Time deposits			48,438,477				3,149,077				48,438,477				3,149,077				48,438,477				3,149,077
Savings deposits			27,117,805				1,762,980				27,117,805				1,762,980				27,117,805				1,762,980
Deposits from the government sector			13,007,583				845,648				13,007,583				845,648				13,007,583				845,648
Deposits from banks			50,869				3,307				50,869				3,307				50,869				3,307
Total Deposits			115,182,851				7,488,256				115,182,851				7,488,256				115,182,851				7,488,256
Government securities purchased and securities sold under repurchase agreements			10,098,393				656,515				10,098,393				656,515				10,098,393				656,515
Central Bank			8,383				545				8,383				545				8,383				545
Short-term borrowings			331,152				21,529				331,152				21,529				331,152				21,529
Long-term debt			6,173,464				401,348				10,794,034				701,741				10,794,034				701,741
Other liabilities			10,761,028				699,595				11,462,504				745,199				11,462,504				745,199
Minority interest in subsidiaries			198,669				12,916				198,669				12,916				198,669				12,916
Total Deposits and Debt			142,753,940				9,280,704				148,075,986				9,626,701				148,075,986				9,626,701
Shareholders’ Equity			23,869,943				1,551,830				23,168,467				1,506,226				33,164,422				2,156,082	(5)

TABLE OF CONTENTS

		As of March 31, 2017								As Adjusted for Debt Issuance and April 2017 Dividend								As Further Adjusted for the Issuance of Class B Ordinary Shares (1)
		(in thousands of Ps., except ratios)				(in thousands of US$, except ratios) (2)				(in thousands of Ps., except ratios)				(in thousands of US$, except ratios) (2)				(in thousands of Ps., except ratios)				(in thousands of US$, except ratios)
Regulatory Capital:
Ordinary Capital Level 1 (COn1)			23,047,550				1,498,365				22,346,074				1,452,761				32,342,029				2,102,617
Deductible Concepts Level 1(COn1)			(791,949	)			(51,486	)			(791,949	)			(51,486	)			(791,949	)			(51,486	)
Additional Capital Level 1(CAn1)			12,777				831				12,777				831				12,777				831
Capital Level 2 (COn2)			7,113,510				462,463				7,113,510				462,463				7,113,510				462,463
Regulatory Capital			29,381,888				1,910,172				28,680,412				1,864,568				38,676,367				2,514,424
Total Capital Ratio (3)			14.3	%
Regulatory Ratio (4)			22.7	%

Notes: — 

TABLE OF CONTENTS

DILUTION

At March 31, 2017, we had a net tangible book value of Ps.23,110.9 million (our total tangible assets minus our total liabilities), corresponding to a net tangible book value of Ps.39.54 per Class B ordinary share or Ps.395.4 per ADS (US$2.57 per Class B ordinary share or US$25.71 per ADS, using the reference exchange rate published by the Central Bank at March 31, 2017 for pesos into U.S. dollars of Ps.15.3818 to US$1.00 and the ratio of 10 Class B ordinary shares to one ADS). Net tangible book value per share represents the amount of our total tangible assets, minus our total liabilities, divided by the total number of our shares outstanding at March 31, 2017.

After giving effect to the sale by us of 74,000,000 Class B ordinary shares offered by us in the global offering, and assuming (i) an offering price of US$9.00 per Class B ordinary share (and assuming that ADSs are offered in the global offering at 10 times that price, reflecting the ratio of Class B ordinary shares per ADS), and (ii) that the underwriters have not exercised the option to purchase additional Class B ordinary shares, and after deducting the estimated underwriting discounts and estimated offering expenses payable by us of US$16,144,000.000 or US$0.218 per Class B ordinary share, which represents 2.42% of the gross proceeds to us, our estimated net tangible book value at March 31, 2017 would have been approximately Ps.33,106.9 million, representing Ps.50.27 per Class B ordinary share, or US$32.68 per ADS. This represents an immediate increase in net tangible book value of Ps.10.73 per Class B ordinary share, or US$6.98 per ADS, to existing shareholders and an immediate dilution in net tangible book value of Ps.88.16 per Class B ordinary share, or US$57.32 per ADS, to new investors purchasing Class B ordinary shares or ADSs in the global offering. Dilution for this purpose represents the difference between the price per Class B ordinary share or ADS paid by these purchasers and net tangible book value per Class B ordinary share or ADS immediately after the completion of the global offering. Amounts in this paragraph are calculated using the reference exchange rate published by the Central Bank at March 31, 2017 for pesos into U.S. dollars of Ps.15.3818 to US$1.00.

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

		As of March 31, 2017
		Class B Ordinary Shares (in Ps.)				ADSs (in US$) (2)
Net tangible book value per Class B ordinary share or ADS			39.54				25.71
Increase in net tangible book value per Class B ordinary share or ADS to existing shareholders			10.73				6.98
Pro forma net tangible book value per Class B ordinary share or ADS after the global offering			50.27				32.68
Dilution per Class B ordinary share or ADS to new investors			88.16				57.32
Percentage of dilution in net tangible book value per Class B ordinary share or ADS for new investors (1)			64	%			64	%

Note: — 

(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.

(2)

The peso amount has been converted for purposes of consistency into U.S. dollars at an exchange rate of Ps.15.3818 per U.S. dollar, the exchange rate in effect on March 31, 2017, as published by the Central Bank. For the acceptance of orders in pesos for Class B ordinary shares, we have converted the subscription price of US$9.00 per Class B ordinary share into pesos at an exchange rate of Ps.15.9317 per U.S. dollar, the exchange rate in effect on June 12, 2017, resulting in a price of Ps.143.39 per Class B ordinary share.

TABLE OF CONTENTS

If the underwriters exercise their option to purchase additional Class B ordinary shares including Class B ordinary shares represented by ADSs, in full, the number of shares of Class B ordinary shares held by existing shareholders will be reduced to 87.3% of the total number of shares of Class B ordinary shares to be outstanding after the global offering, and the number of shares of Class B ordinary shares held by new investors will increase to 85,100,000 Class B ordinary shares or 12.7% of the total number of shares of Class B ordinary shares outstanding after the global offering.

TABLE OF CONTENTS

MARKET PRICE OF OUR CLASS B ORDINARY SHARES AND
AMERICAN DEPOSITARY RECEIPTS

The table below shows the high and low market prices in pesos for our Class B ordinary shares on the BYMA for the periods indicated:

		Ps. per Class B Ordinary Share
		High				Low
2012			12.50				7.35
2013			30.25				10.70
2014			61.00				19.00
2015			103.00				45.00
2016			123.50				73.30
2015
1 st quarter			80.00				45.00
2 nd quarter			72.00				54.40
3 rd quarter			69.30				47.55
4 th quarter			103.00				50.00
2016
1 st quarter			117.50				73.30
2 nd quarter			112.10				82.00
3 rd quarter			123.00				107.10
4 th quarter			123.50				95.10
2016:
December			114.00				95.10
2017:
January			126.00				102.70
February			134.50				118.00
March			134.95				122.5
April			137.70				127.15
May			148.75				130.45
June (1)			154.26				140.87

Notes: — 

(1)

Through June 12, 2017.

Source: Yahoo Finance

TABLE OF CONTENTS

The ADSs issued by The Bank of New York Mellon, as Depositary under the Deposit Agreement, trade on the NYSE. Each ADS represents 10 Class B ordinary shares. The table below shows the high and low market prices of the ADSs in U.S. dollars on the NYSE for the periods indicated.

		US$ per ADS
		High				Low
2012			27.06				10.79
2013			32.85				13.53
2014			51.96				16.42
2015			69.75				35.93
2016			83.18				52.88
2015
1 st quarter			67.00				38.00
2 nd quarter			59.74				43.90
3 rd quarter			51.97				36.25
4 th quarter			69.75				35.93
2016
1 st quarter			74.64				52.88
2 nd quarter			76.27				56.87
3 rd quarter			83.18				71.41
4 th quarter			81.41				61.12
2016:
October			81.41				75.78
November			77.68				64.70
December			72.15				61.12
2017:
January			78.79				66.34
February			87.00				74.34
March			86.90				77.55
April			89.45				84.00
May			90.31				82.57
June (1)			97.08				86.63

Note: — 

Source: Yahoo Finance

TABLE OF CONTENTS

TABLE OF CONTENTS

The following table sets forth key economic indicators in Argentina during the periods indicated:

		Year Ended December 31,
		2014				2015				2016
Real gross domestic product (“GDP”) (% change)			(2.6	)			2.4	(1)			(2.3	)
Consumer price index (% change)			23.9				11.9	(2)			39.2	(2)
Trade balance (US$ in millions)			6,653				(1,110.0	)			2,128
Primary fiscal balance (excludes interest) (as % of GDP)			(0.9	)			(5.4	)			(4.1	)
Public debt (% of GDP at December 31)			43.0				26.0				46.3
Unemployment rate-end of period (% change)			6.9				5.9				7.6	(3)

Notes: — 

Dividends

For the years ended December 31, 2014 and 2015, we received authorization from the Central Bank to distribute the amounts of Ps.227.7 million (Ps.0.3895 per share) and Ps.643.0 million (Ps.1.10 per share), respectively. These amounts were paid in March 2016 and August 2016, respectively. On March 8, 2017, the Board of Directors proposed a dividend payment of Ps.701,475,633.60, which was approved at the shareholders’ meeting held on April 28, 2017 and was approved by the Central Bank on May 29, 2017.

Three Months Ended March 31, 2017 Compared to the Three Months Ended March 31, 2016

The following discussion of our results of operations is for the Bank as a whole and without reference to any operating segments. We have a holistic approach to our banking business; we do not manage the Bank by segments or divisions or by customer categories, by products and services, by regions, or by any other segmentation for the purpose of allocating resources and assessing profitability.

The following table sets forth the components of our income statement for the three months ended March 31, 2016 and 2017:

		Three Months Ended March 31,								Change March 31,
		2016				2017				2017 – 2016
		(in thousands of pesos)
Financial income			6,419,245				7,600,382				1,181,137
Financial expenses			(3,153,905	)			(2,960,035	)			193,870
Gross intermediation margin			3,265,340				4,640,347				1,375,007
Provision for loan losses			(178,233	)			(361,244	)			(183,011	)
Service charge income			1,737,881				2,401,304				663,423
Service charge expense			(575,815	)			(734,324	)			(158,509	)
Administrative expenses			(2,120,934	)			(2,963,533	)			(842,599	)
Net other income (expenses)			52,420				(793	)			(53,213	)
Minority interest in subsidiaries			(10,646	)			(15,844	)			(5,198	)
Net income before income tax			2,170,013				2,965,913				795,900
Income tax			(762,384	)			(1,201,868	)			(439,484	)
Net income			1,407,629				1,764,045				356,416

TABLE OF CONTENTS

Net Income

Our consolidated net income for the three months ended March 31, 2017 increased 25%, or Ps.356.4 million, as compared to the three months ended March 31, 2016.

Financial Income

The components of our financial income for the three months ended March 31, 2016 and 2017 were as follows:

		Three Months Ended March 31,								Change March 31,
		2016				2017				2017 – 2016
		(in thousands of pesos)
Interest on cash and due from banks			332				796				464
Interest on loans to the financial sector			32,762				101,182				68,420
Interest on overdrafts			520,273				650,402				130,129
Interest on documents (1)			395,427				374,005				(21,422	)
Interest on mortgage loans			184,877				179,022				(5,855	)
Interest on pledged loans (2)			100,465				97,717				(2,748	)
Interest on credit card loans			919,302				1,071,843				152,541
Interest on financial leases			23,474				20,090				(3,384	)
Interest on other loans (3)			2,784,929				3,565,407				780,478
Income from government and private securities, net			1,015,637				868,903				(146,734	)
Interest on other receivables from financial intermediation			1,191				936				(255	)
Income from guaranteed loans (4)			6,961				3,073				(3,888	)
CER (Indexation by benchmark stabilization coefficient) adjustment (5)			56,933				28,636				(28,297	)
CVS (Indexation by salary variation coefficient) adjustment			226				111				(115	)
Difference in quoted prices of gold and foreign currency			258,783				159,548				(99,235	)
Other (6)			117,673				478,711				361,038
Total financial income			6,419,245				7,600,382				1,181,137

Notes: — 

Our financial income increased 18%, or Ps.1,181.1 million, during three months ended March 31, 2017 as compared to the three months ended March 31, 2016, driven primarily by higher income from interest on loans — which includes interest on overdrafts, documents, mortgage loans, pledged loans, credit card loans, financial leases and other loans — and from financial income, other.

TABLE OF CONTENTS

Interest on loans grew 22%, or Ps.1,098.2 million, as a result of an increase of 42% in the average loan portfolio due to volume growth that was partially offset by a decrease in the average interest rate. The average interest rate for private sector loans decreased from 31.7% for the three months ended March 31, 2016 to 27.4% for the three months ended March 31, 2017.

The main variation of total interest on loans was from other loans (including interest on personal loans) which increased 28%, from interest on credit card loans which increased 17% and interest on overdrafts which increased 25% during the three months ended March 31, 2017 as compared to the three months ended March 31, 2016. The average volume of personal loans increased 32%, the average volume of credit card loans increased 32% and the average volume of overdrafts increased 59%, in each case as compared to the average volume for the three months ended March 31, 2016.

Income from government and private securities decreased 14%, or Ps.146.7 million, mainly due to a decrease in the average government securities portfolio by 15% and in our private securities portfolio by 69% as a result of a disposal by us of our private equity securities portfolio during the three months ended March 31, 2017.

Financial income, other increased 307%, or Ps.361 million, mainly due to the increase in premiums for reverse repurchase agreements associated with the higher volume of operations, which grew significantly during the three months ended March 31, 2017 as compared to the three months ended March 31, 2016.

The following tables set forth the changes in financial income due to increases (or decreases) in volume and increases (or decreases) in nominal rates of average interest-earning assets. Such financial income excludes exchange valuation differences and income on forward sales of foreign exchange:

Changes in financial income (interest earned)

		Three Months Ended March 31, 2017 vs. March 31, 2016
		Increase (Decrease) (in thousands of pesos)
Due to changes in the volume of interest-earning assets			1,944,972
Due to changes in average nominal rates of interest-earning assets			(617,079	)
Net change			1,327,893

TABLE OF CONTENTS

Changes in financial income due to changes in volume

		Three Months Ended March 31, 2017 vs. March 31, 2016
		Increase (Decrease) (in thousands of pesos)
Government securities			(64,672	)
Loans to private and financial sector			1,696,700
Other assets			312,944
Net change			1,944,972

Changes in financial income due to changes in nominal rates

		Three Months Ended March 31, 2017 vs. March 31, 2016
		Increase (Decrease) (in thousands of pesos)
Government securities			(2,494	)
Loans to private and financial sector			(602,342	)
Other assets			(12,243	)
Net change			(617,079	)

Financial Expenses

The components of our financial expenses for the three months ended March 31, 2016 and 2017 were as follows:

		Three Months Ended March 31,								Change March 31,
		2016				2017				2017 – 2016
		(in thousands of pesos)
Interest on savings accounts			20,656				23,971				3,315
Interest on time deposits			2,453,567				2,109,783				(343,784	)
Interest on interfinancing received loans (received call)			1,043				1,378				335
Interest on other financing from the financial institutions			51				5				(46	)
Interest on other liabilities from financial intermediation (1)			35,671				16,211				(19,460	)
Interest on subordinated corporate bonds			53,629				105,168				51,539
Other interest			912				678				(234	)
CER adjustment (2)			3,473				2,838				(635	)
Contribution to Deposit Guarantee Fund			96,449				49,428				(47,021	)
Other (3)			488,454				650,575				162,121
Total financial expenses			3,153,905				2,960,035				(193,870	)

Notes: — 

Financial expenses decreased 6%, or Ps.193.9 million, during the three months ended March 31, 2017 as compared to the three months ended March 31, 2016.

TABLE OF CONTENTS

Interest on time deposits represented 72% of total financial expenses and decreased 14%, or Ps.340.5 million, during the three months ended March 31, 2017 as compared to the three months ended March 31, 2016, due to a decrease in the average time deposit interest rate (from 23.2% on average for the three months ended March 31, 2016 to 15.8% on average for the three months ended March 31, 2017) that was partially offset by an increase in the average volume of time deposits of 27%.

Financial expenses, other increased 33% during the three months ended March 31, 2017 as compared to the three months ended March 31, 2016 due principally to an increase in turnover tax, which was mainly due to an increase in the tax base and, to a lesser extent, to an increase in the tax rates of certain provinces in which we operate.

The contribution to the Deposit Guarantee Fund decreased 49% during the three months ended March 31, 2017 compared to the three months ended March 31, 2016 due to a decrease in the contribution rate set by the Central Bank as of April 2016.

The following tables set forth the changes in financial expense as specified below for the periods indicated:

Changes in financial expense (interest paid)

		Three Months Ended March 31, 2017 vs. March 31, 2016
		Increase (Decrease) (in thousands of pesos)
Financial expense due to changes in the volume of interest-bearing liabilities			714,125
Financial expense due to changes in average nominal rates of interest-bearing liabilities			(1,005,909	)
Net change			(291,784	)

Changes in financial expense due to changes in volume

		Three Months Ended March 31, 2017 vs. March 31, 2016
		Increase (Decrease) (in thousands of pesos)
Deposits			612,833
Borrowings from Central Bank and other financial institutions			26,815
Corporate bonds			74,477
Net change			714,125

Changes in financial expense due to changes in nominal rates

		Three Months Ended March 31, 2017 vs. March 31, 2016
		Increase (Decrease) (in thousands of pesos)
Deposits			(951,502	)
Borrowings from Central Bank and other financial institutions			(10,087	)
Corporate bonds			(44,320	)
Net change			(1,005,909	)

TABLE OF CONTENTS

Provision for Loan Losses

Provision for loan losses increased 103%, or Ps.183 million, during the three months ended March 31, 2017 as compared to the three months ended March 31, 2016, mainly as a result of the 42% increase in the private sector loan portfolio and the increase in provisions for non-performing consumer loans, primarily due to deterioration in the quality of the portfolio.

Service Charge Income

The following table provides a breakdown of our service charge income by expense category for the three months ended March 31, 2016 and 2017:

		Three Months Ended March 31,								Change March 31,
		2016				2017				2016 – 2017
		(in thousands of pesos)
Service charges on deposit accounts			959,278				1,292,315				333,037
Debit and credit card income			537,113				780,171				243,058
Other fees related to foreign trade			38,839				32,973				(5,866	)
Loan-related fees			17,378				55,871				38,493
Capital markets and securities activities			6,968				10,829				3,861
Lease of safe-deposit boxes			26,728				37,414				10,686
Fees related to guarantees			260				458				198
Other (1)			151,317				191,273				39,956
Total service charge income			1,737,881				2,401,304				663,423

Note: — 

Service charge income increased 38%, or Ps.663.4 million, during the three months ended March 31, 2017 as compared to the three months ended March 31, 2016, mainly due to a 35% increase in service charges on deposits accounts as the result of a greater number of current accounts and the increase in the rates charged and a 45% increase in debit and credit card income as a result of the increases in purchases made with both debit and credit cards.

Service Charge Expenses

Service charge expenses increased 28%, or Ps.158.5 million, during the three months ended March 31, 2017 as compared to the three months ended March 31, 2016, mainly due to the increase in the cost of services provided by credit and debit card companies and in a lesser extent due to the regulatory change established by the Central Bank in relation to insurance costs. The Central Bank established that, for financings granted as from September 1, 2016, financial institutions may not charge commissions or charge customers for life insurance costs in respect of any debit balances, and financial institutions must choose to either assume the risk or cover the risk at their own cost by contracting an insurance policy. During the three months ended March 31, 2017, we recorded the costs of contracted insurance. As from April 1, 2017, we have opted not to contract an insurance policy but rather have assumed the risk.

TABLE OF CONTENTS

Administrative Expenses

The components of our administrative expenses for the three months ended March 31, 2016 and 2017 are reflected in the following table:

		Three Months Ended March 31,								Change March 31,
		2016				2017				2016 – 2017
		(in thousands of pesos)
Personnel expenses			1,245,604				1,844,878				599,274
Directors and statutory auditors’ fees			67,571				86,718				19,147
Other professional fees			57,891				78,035				20,144
Advertising and publicity			47,829				43,485				(4,344	)
Taxes			115,146				162,473				47,327
Depreciation of equipment			46,360				59,043				12,683
Amortization of organization costs			43,286				60,128				16,842
Other operating expenses			318,662				399,517				80,855
Other			178,585				229,256				50,671
Total administrative expenses			2,120,934				2,963,533				842,599

Administrative expenses increased 40%, or Ps.842.6 million, during the three months ended March 31, 2017 as compared to the three months ended March 31, 2016, mainly due to increased personnel expenses and other administrative expenses.

Personnel expenses increased 48%, or Ps.599.3 million, due to collective bargaining agreements being finalized in different fiscal quarters in 2016 and 2017. . Had the collective bargaining agreements finalized in April 2016 been finalized in the first fiscal quarter of 2016, rather than the second, the resulting increase in personnel expense would have been 24% during the three months ended March 31, 2017 as compared to the three months ended March 31, 2016. The remaining administrative expenses increased 28%, or Ps.243.3 million, in line with annual recorded inflation.

Net Other Income (Expense)

For the three months ended March 31, 2017, net other income amounted to a loss of Ps.0.8 million. The decrease of Ps.53.1 million as compared to the three months ended March 31, 2016 was mainly due to a 67%, or Ps.58.5 million, increase in total other expense, mainly due to the increase in charges for the uncollectability of other receivables and other allowances.

Income Tax

During the three months ended March 31, 2017 income tax expenses increased 58%, or Ps.439.5 million, as compared to the three months ended March 31, 2016, with a tax effective rate of 40.5% and 35.1% for the three months ended March 31, 2017 and 2016, respectively. The higher tax rate for the three months ended March 31, 2017 was due to income tax being paid on the collection of guaranteed loans and the portfolio of securities being sold.

TABLE OF CONTENTS

PRINCIPAL SHAREHOLDERS

As of March 31, 2017, we had 584,563,028 outstanding shares of capital stock, consisting of 11,235,670 Class A shares and 573,327,358 Class B ordinary shares. Each share 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 ordinary shares are entitled to one vote per share. Other than aforementioned difference between the voting rights of the Class A shares and the Class B ordinary shares, the holders of these shares listed in the table below do not have different voting rights.

The following table sets forth information regarding the beneficial ownership of our Class A and Class B ordinary shares as of March 31, 2017:

Shareholder Name (1)		Number of Class A Shares				Number of Class B Ordinary Shares				Total Number of Shares				Percentage of Capital Stock (%)				Percentage of Voting Rights (%)
ANSES (as manager of the Fondo de Garantía de Sustentabilidad)			—				184,120,650				184,120,650				31.50	%			29.25	%
Jorge Horacio Brito			5,366,463				107,021,816				112,388,279				19.23	%			21.26	%
Delfín Jorge Ezequiel Carballo			4,895,416				106,805,523				111,700,939				19.11	%			20.85	%
Others (2)			973,791				175,379,369				176,353,160				30.17	%			28.63	%
Total			11,235,670				573,327,358				584,563,028				100.00	%			100.00	%

Notes: — 

(1)

None of our directors or members of our senior management beneficially own any of our capital stock, except that Delfín Federico Ezequiel Carballo, the son of Delfin Jorge Ezequiel Carballo, our Vice Chairman, Jorge Pablo Brito, the son of Jorge Horacio Brito, our Chairman, and Alberto Figueroa, our comprehensive risk management manager each own less than 1% of our total outstanding shares.

(2)

Includes The Bank of New York Mellon, as Depositary for the ADSs.

Jorge Horacio Brito and Delfín Jorge Ezequiel Carballo have assigned all of their preferential rights, including their preemptive rights and accretion rights, to subscribe for Class B ordinary shares with respect to the capital increase to the Argentine placement agent and, in order to facilitate the international offering, the Argentine placement agent, at the discretion of the underwriters, will exercise these rights to purchase Class B ordinary shares, including Class B ordinary shares represented by ADSs, to be sold by us in the international offering.

TABLE OF CONTENTS

TABLE OF CONTENTS

Except as otherwise noted, this discussion assumes that we are not a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes. Our possible status as a PFIC must be determined annually and therefore may be subject to change. If we were to be a PFIC in any year, materially adverse consequences could result for U.S. holders. See “— Passive Foreign Investment Company Considerations” below. For the purposes of this discussion, you are a “U.S. holder” if you are a beneficial owner of Class B ordinary shares or ADSs and you are for U.S. federal income tax purposes:

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our Class B ordinary shares or ADSs, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and upon the activities of the partnership. Any partner of an entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds our Class B ordinary shares or ADSs should consult its own tax advisor.

In general, for U.S. federal income tax purposes, U.S. holders that are beneficial owners of ADSs will be treated as the beneficial owners of the Class B ordinary shares represented by those ADSs. No gain or loss will be recognized on the exchange of ADSs for the U.S. holder’s proportionate interest in Class B ordinary shares. A U.S. holder’s tax basis in the Class B ordinary shares received will be the same as the U.S. holder’s tax basis in the ADSs surrendered, and the holding period of the Class B ordinary shares will include the holding period of the ADSs.

Taxation of Dividends

Distributions of cash with respect to the Class B ordinary shares or the ADSs (including any amounts withheld in respect of Argentine taxes) generally will, to the extent made from our current or accumulated earnings and profits as determined under U.S. federal income tax principles, constitute dividends for U.S. federal income tax purposes. To the extent that a distribution by us exceeds the amount of our earnings and profits, it will be treated as a non-taxable return of capital to the extent of the U.S. holder’s adjusted tax basis in the Class B ordinary shares or ADSs, and thereafter as capital gain.

However, we do not maintain calculations of our earnings and profits under U.S. federal income tax principles. U.S. holders should therefore assume that any distribution by us with respect to Class B ordinary shares or ADSs will be reported as ordinary dividend income for U.S. federal income tax purposes. In general, cash dividends (including any amounts withheld in respect of Argentine taxes) paid with respect to:

and, in either case, these dividends will not be eligible for the dividends received deduction allowed to corporations.

TABLE OF CONTENTS

Dividends paid by us generally will be taxable to a non-corporate U.S. holder at the reduced rate normally applicable to long-term capital gains, provided that the dividends represent “qualified dividend income.” Subject to certain exceptions for short-term and hedged positions, dividends paid on the ADSs will be treated as qualified dividend income 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 which the dividend was paid, and are not in the year in which the dividend is paid, a PFIC. The ADSs (but not the Class B ordinary shares) should qualify as readily tradable on an established securities market in the United States so long as they are listed on the NYSE. See “— Passive Foreign Investment Company Considerations” below for a discussion of the PFIC rules.

In addition, the U.S. Treasury Department has indicated that it continues to consider whether detailed information reporting guidance is necessary pursuant to which holders of ADSs and intermediaries through whom such securities are held will be permitted to rely on certifications from issuers to establish that dividends are treated as qualified dividend income. However, no such detailed procedures have yet been issued and therefore we are not certain that we will be able to comply with them. You should consult your own tax advisors regarding the availability of the preferential dividend tax rate in light of your own particular circumstances.

Dividends paid in pesos will be includible in the gross income of a U.S. holder in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day they are received by the U.S. holder, in the case of Class B ordinary shares, or the Depositary, in the case of Class B ordinary shares represented by ADSs, regardless of whether the payment is in fact converted to U.S. dollars. If dividends paid in pesos are converted into U.S. dollars on the day they are received by the U.S. holder or the Depositary, as the case may be, U.S. holders should not be required to recognize foreign currency gain or loss in respect of the dividend income. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is included in the gross income of a U.S. holder through the date such payment is converted into U.S. dollars (or otherwise disposed of) will be treated as U.S. source ordinary income or loss. However, U.S. holders should consult their own tax advisors regarding the treatment of any foreign currency gain or loss if any pesos received by the U.S. holder or the Depositary are not converted into U.S. dollars on the date of receipt.

A U.S. holder generally will be entitled, subject to a number of complex limitations and conditions, to claim a U.S. foreign tax credit in respect of any Argentine income taxes withheld on dividends received on shares. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, the dividends should generally constitute “passive category income,” or in the case of certain U.S. holders, “general category income.” U.S. holders who do not elect to claim a credit for any foreign taxes paid during the taxable year may instead claim a deduction of such Argentine income taxes, provided that the U.S. holder elects to deduct (rather than credit) all foreign income taxes paid or accrued for the taxable year. Dividends received with respect to the Class B ordinary shares or ADSs will be treated as foreign source income, which may be relevant in calculating a U.S. holder’s foreign tax credit limitation. The rules relating to computing foreign tax credits or deducting foreign taxes are extremely complex, and U.S. holders are urged to consult their independent tax advisors regarding the availability of foreign tax credits with respect to any Argentine income taxes withheld from a dividend on the Class B ordinary shares or ADSs. The IRS has expressed concern that intermediaries in connection with depositary arrangements may be taking actions that are inconsistent with the claiming of foreign tax credits by U.S. persons who are holders of ADSs. Accordingly, investors should be aware that the discussion above regarding the availability of foreign tax credits for Argentine withholding tax on dividends paid with respect to Class B ordinary shares represented by ADSs could be affected by future action taken by the IRS.

TABLE OF CONTENTS

Sale, Exchange or Other Taxable Disposition

In general, gain or loss realized by a U.S. holder on the sale, exchange or other taxable disposition of Class B ordinary shares or ADSs will be subject to U.S. federal income taxation as capital gain or loss in an amount equal to the difference between the amount realized on the taxable disposition and such U.S. holder’s basis in the Class B ordinary shares or the ADSs. Such capital gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period in the Class B ordinary shares or ADSs exceeds one year. The deductibility of capital losses is subject to limitations. Any gain or loss realized by a U.S. holder will generally be treated as a U.S. source gain or loss for U.S. foreign tax credit purposes.

The amount realized on a sale or other taxable disposition of Class B ordinary shares for an amount in foreign currency generally will be the U.S. dollar value of such amount on the settlement date of such sale or other taxable disposition, in the case of a cash basis U.S. holder, or the date of sale or taxable disposition, in the case of an accrual basis U.S. holder. On the settlement date, an accrual basis U.S. holder generally will recognize U.S. source foreign currency gain or loss (taxable as ordinary income or loss) equal to any difference between the U.S. dollar value of the amount received based on the exchange rates in effect on the trade date and the settlement date. However, in the case of Class B ordinary shares traded on an established securities market, accrual basis U.S. holders may elect to determine the U.S. dollar value of the amount realized on the sale or other taxable disposition of Class B ordinary shares based on the exchange rate in effect on the settlement date, and no foreign currency exchange gain or loss will be recognized at that time.

Foreign currency received on the sale or other disposition of a Class B ordinary share will have a tax basis equal to its U.S. dollar value on the settlement date. Any gain or loss recognized on a sale or other disposition of such foreign currency will be U.S. source ordinary income or loss.

If Argentine withholding tax is imposed on the sale or disposition of Class B ordinary shares or ADSs, the amount realized by a U.S. holder will include the gross amount of the proceeds of such sale or disposition before deduction of the Argentine withholding tax. The availability of U.S. foreign tax credits for these Argentine taxes and any Argentine taxes imposed on distributions that do not constitute dividends for U.S. tax purposes is subject to various limitations and involves the application of rules that depend on a U.S. holder’s particular circumstances. In particular, because any gain from the sale or other disposition of Class B ordinary shares or ADSs generally will be treated as U.S. source income, a U.S. holder may not be able to fully utilize any U.S. foreign tax credits in respect of such Argentine withholding taxes unless such U.S. holder has other income from foreign sources. U.S. holders are urged to consult their own tax advisors regarding the application of the U.S. foreign tax credit rules to their investment in, and disposition of, Class B ordinary shares or ADSs.

Passive Foreign Investment Company Considerations

A non-U.S. corporation will be a PFIC in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable “look-through rules,” either (i) at least 75% of its gross income is “passive income” or (ii) at least 50% of the average value of its assets is attributable to assets which produce passive income or are held for the production of passive income. We do not believe that we were a PFIC for our most recent taxable year and do not expect to be a PFIC for our current taxable year or in the foreseeable future. Passive income for this purpose generally includes interest, dividends, royalties, rents and gains from commodities and securities transactions. Although interest income generally is treated as passive income for this purpose, a special rule allows banks to treat their banking business income as non-passive. To qualify for this rule, a bank must satisfy certain requirements regarding its licensing and activities. We believe that we currently meet, and expect that we will continue to meet, these requirements. However, our possible status as a PFIC must be determined annually and therefore may be subject to change, for example, if we fail to qualify under this special rule for any year.

If we were a PFIC for any taxable year during which a U.S. holder holds Class B ordinary shares or ADSs, gain recognized by a U.S. holder on a sale or other disposition of the Class B ordinary

TABLE OF CONTENTS

shares or ADSs would generally be allocated ratably over the U.S. holder’s holding period for the Class B ordinary shares or ADSs. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to U.S. federal income tax at the highest rate in effect in that year for individuals or corporations, as appropriate, and an interest charge would be imposed on the resulting U.S. federal income tax liability. The same treatment would generally apply to any distribution in respect of Class B ordinary shares or ADSs to the extent the distribution exceeds 125% of the average of the annual distributions received by the U.S. holder on the Class B ordinary shares or ADSs during the preceding three years or the U.S. holder’s holding period, whichever is shorter. Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment) of the Class B ordinary shares or ADSs. In addition, if we were a PFIC for a taxable year in which we pay a dividend or in the prior taxable year, the favorable dividend rate discussed above with respect to qualified dividend income paid to certain non-corporate U.S. holders would not apply.

Furthermore, if we are characterized as a PFIC, a U.S. holder generally will be required to annually file an IRS Form 8621 and the statute of limitations on assessment and collections will remain open with respect to unreported PFIC interests. In addition, if we are a PFIC for any taxable year during which a U.S. holder holds Class B ordinary shares or ADSs and any of our non-U.S. subsidiaries is also a PFIC, such U.S. holder will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of the PFIC rules.

Prospective purchasers should consult their tax advisors regarding the potential application of the PFIC rules.

Information Reporting and Backup Withholding

Information reporting requirements generally will apply to dividends in respect of the Class B ordinary shares or ADSs or the proceeds from the sale, exchange or other taxable disposition of the Class B ordinary shares or ADSs paid within the United States (and, in some cases, outside of the United States) to U.S. holders, unless, in either case, the U.S. holder is an exempt recipient (such as a corporation). Backup withholding may apply to such amounts if the U.S. holder fails to provide an accurate taxpayer identification number or certification of exempt status or fails to comply with applicable certification requirements. The amount of any backup withholding from a payment to a U.S. holder generally will be allowed as a refund or a credit against the U.S. holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. U.S. holders should consult their tax advisors about these rules and any other reporting obligations that may apply to the ownership or disposition of Class B ordinary shares or ADSs, including requirements related to the holding of certain “specified foreign financial assets.”

Material Argentine Tax Considerations Relating to Our Class B Ordinary Shares and the ADSs

The following discussion is a summary of the material Argentine tax considerations relating to the purchase, ownership and disposition of our Class B ordinary shares or ADSs.

Income Tax

Taxation on Dividends Paid in Excess of Taxable Accumulated Income

At the present date there is no Argentine income tax withholding except for the application of the “Equalization Tax” described below.

Dividends paid in excess of taxable accumulated income at the previous fiscal period will be subject to a withholding tax (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 higher than the “net accumulated taxable income” of the immediate previous fiscal period from when the distribution is made. In order to assess the “net accumulated taxable income” from the income calculated by the Income Tax Law, the income tax paid in the same fiscal period should be subtracted and the local dividends received in the previous fiscal period should be added to such income.

TABLE OF CONTENTS

The Equalization Tax will be imposed as a withholding tax on the shareholder receiving the dividend. Dividend distributions made in property (other than cash) will be subject to the same tax rules as cash dividends. Stock dividends on fully paid shares (“ acciones liberadas ”) are not subject to Equalization Tax.

Holders are encouraged to consult a tax advisor as to the particular Argentine income tax consequences derived from profit distributions made on Class B ordinary shares and ADSs.

Capital Gains Tax

Prior to September 23, 2013, gains derived by non-resident individuals or foreign companies from the sale, exchange or other disposition of ADSs or Class B ordinary shares were exempt from income tax in Argentina. As of September 23, 2013, the results derived from the transfer of shares, quotas and other equity interests, titles, bonds and other securities, are subject to Argentine income tax, regardless of the type of beneficiary who realizes the gain.

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. Losses arising from the sale of shares can only be offset against income derived from the same type of operations, for a five-year carryover period.

Amendments to the Argentine Income Tax Law by Law 26,893 now mean that income derived by Argentine resident individuals from the sale of shares and other securities are exempt from capital gains tax, unless such securities were not traded in stock markets and/or do not have public offering authorization in which case this income is subject to income tax at a 15% rate on net income. The amendments introduced by implementing decree 2334/2013 state 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 unclear whether the exemption also includes securities traded through a stock exchange market duly authorized by the CNV ( i.e. in addition to publicly offered securities), or whether the exemption only includes securities made through a stock exchange market duly authorized by the CNV. Certain qualified tax authorities publicly held the latter opinion in tax conferences.

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 mentioned above the exemption for shares is not applicable to non-Argentine beneficiaries. Therefore, the gain derived from the disposition of shares would be subject to Argentine income tax at a 15% rate on the net capital gain or at a 13.5% rate on the gross price. The purchaser of the shares, whether Argentine resident or not, will be under an obligation to withhold the tax due by the seller and pay it to the Argentine tax authorities, although the Argentine tax authorities have not yet implemented any mechanism to make such withholding and payment when both seller and purchaser are non-Argentine residents.

The source of income derived from the sale of ADSs, distribution of 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 of 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 supplement no regulations have been issued regarding the mechanism for paying the Argentine capital gains tax when the sale exclusively involves non-Argentine parties. As of the date of this prospectus supplement, no administrative or judicial rulings have clarified the ambiguity in the law.

Holders are encouraged to consult a tax advisor as to the particular Argentine income tax consequences derived from holding and disposing of Class B ordinary shares and ADSs.

TABLE OF CONTENTS

Personal Assets Tax

Argentine entities, like us, have to pay the personal assets tax corresponding to Argentine and foreign domiciled individuals and foreign domiciled entities for the holding of company shares at December 31 of each year. The applicable tax rate is 0.25% 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. 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. The Argentine company may seek this reimbursement of personal assets tax by setting off the applicable tax against any amount due to its shareholders or in any other way or, under certain circumstances, waive its right under Argentine law to seek reimbursement from the shareholders.

Holders are encouraged to consult a tax advisor as to the particular Argentine personal assets tax consequences derived from the holding of Class B ordinary shares and ADSs.

Value Added Tax

The sale, exchange or other disposition of our Class B ordinary shares or ADSs and the distribution of dividends are exempted from the value added tax.

Tax on Debits and Credits on Argentine Bank Accounts

All 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%. Owners of bank accounts subject to the general 0.6% rate may consider 34% of the tax paid upon credits to such bank accounts as a tax credit. The taxpayers that are subject to the 1.2% rate may consider 17% of all tax paid upon credits to such bank accounts as a credit. Such amounts can be utilized as a credit for income tax or tax on presumed minimum income. Whenever financial institutions governed by Argentine Law No. 21,526 make payments acting in their own name and behalf, the application of this tax is restricted 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 assets, above an aggregate 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 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.

Holders are encouraged to consult a tax advisor as to the particular Argentine tax on minimum presumed income consequences derived from the holding of Class B ordinary shares and ADSs.

Pursuant to Law No. 27,260, passed by the Argentine Congress on June 29, 2016, the tax on minimum presumed income will be eliminated beginning on January 1, 2019.

Gross Turnover Tax

In addition, gross turnover tax could be applicable on the transfer of Class B ordinary shares or ADSs and on the receipt 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 transaction with shares as well as the receipt of dividends are exempt from gross turnover tax. Holders of Class B ordinary shares and ADSs are encouraged to consult a tax

TABLE OF CONTENTS

advisor as to the particular gross turnover tax consequences of holding and disposing of Class B ordinary shares and ADSs in the involved jurisdictions. Different tax authorities (i.e., City of Buenos Aires, Corrientes, Córdoba, Tucumán, Province of Buenos Aires and Salta, among others) have established collection regimes for gross turnover tax purposes applicable to those credits verified in accounts opened at financial entities, of any type and/or nature and including all branch offices, irrespective of territorial location. These regimes apply to those taxpayers included in the lists provided monthly by the tax authorities of each jurisdiction. The applicable rates may vary depending on the jurisdiction involved. Collections made under these regimes shall be considered as a payment on account of the turnover tax. Note that certain jurisdictions have excluded the application of these regimes on certain financial transactions. Holders shall corroborate the existence of any exclusions to these regimes in accordance with the jurisdiction involved.

Stamp Taxes

Contracts entered into for consideration may be subject to stamp tax in certain Argentine provinces or in the City of Buenos Aires in case agreements related to the transfer of our Class B ordinary shares or ADSs are performed or executed within such jurisdictions. In the City of Buenos Aires, acts or instruments related to the negotiation of shares and other securities duly authorized for their public offering by the CNV are exempt from stamp tax. Holders of Class B ordinary shares and ADSs are encouraged to consult a tax advisor as to the particular stamp tax consequences arising in the involved jurisdictions.

Other Taxes

There are no Argentine inheritance or succession taxes applicable to the ownership, transfer or disposition of our Class B ordinary shares or ADSs, except for the province of Buenos Aires and Entre Ríos. In such jurisdictions, there is a tax on free transmission of assets, including inheritance, legacies, donations, etc. Since January 2011, the tax rates have been set between 4% and 21.925% according to the taxable base and the degree of kinship involved. Free transmission of Class B ordinary shares or ADSs could be subject to this tax. Holders of Class B ordinary shares and ADSs are encouraged to consult a tax advisor as to the particular tax consequences arising in the involved jurisdictions.

Court Tax

In the event that it becomes necessary to institute enforcement proceedings in relation to our Class B ordinary shares and ADSs in the federal courts of Argentina or the courts sitting in the City of Buenos Aires, a court tax (currently at a rate of 3.0%) will be imposed on the amount of any claim brought before such courts. Certain court and other taxes could be imposed on the amount of any claim brought before the courts of the relevant province.

Tax Treaties

Argentina has signed tax treaties for the avoidance of double taxation with Australia, Belgium, Bolivia, Brazil, Canada, Chile, Denmark, Finland, France, Germany, Italy, the Netherlands, Norway, Russia, Spain, Sweden, Switzerland and the UK. New treaties with the Arabian Emirates, Chile and Mexico have been recently signed but are still undergoing their respective ratification procedures. There is currently no tax treaty or convention in effect between Argentina and the United States.

Deposit and Withdrawal of Class B Ordinary Shares in Exchange for ADSs

No Argentine tax is imposed on the deposit or withdrawal of Class B ordinary shares in exchange for ADSs.

TABLE OF CONTENTS

UNDERWRITING

We and the underwriters named below have entered into an underwriting agreement with respect to the ADSs being offered. Goldman Sachs & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are the underwriters for the international offering. Subject to certain conditions, each underwriter has severally and not jointly agreed to purchase from us the number of ADSs indicated in the following table.

Underwriter		Number of ADSs
Goldman Sachs & Co. LLC			4,385,280
Merrill Lynch, Pierce, Fenner & Smith                       Incorporated			2,263,371
Total			6,648,651

The underwriters have committed severally and not jointly to take and pay for all of the ADSs being offered, if any are taken, other than the ADSs covered by the option described below unless and until this option is exercised. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

We have entered into an Argentine placement agency agreement with Macro Securities S.A. (the “Argentine placement agent”), providing for the concurrent offering of Class B ordinary 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 ordinary shares in Argentina, but has not undertaken any underwriting commitments in connection with the Argentine offering. The international offering and the Argentine offering are conditioned on the closing of each other.

Under Argentine law, all of our existing shareholders have preferential rights, including preemptive rights and accretion rights, to subscribe to our capital increase resulting from the global offering. The preferential rights have not been and will not be registered under the Securities Act and accordingly may not be offered to shareholders in the United States or to ADS holders. The preferential subscription period expired on June 12, 2017. In order to facilitate the international offering and the Argentine offering, certain shareholders have assigned their preferential rights to subscribe for Class B ordinary shares with respect to the capital increase to the Argentine placement agent and, in order to facilitate the international offering, the Argentine placement agent, at the discretion of the underwriters, will exercise these rights to purchase Class B ordinary shares, including Class B ordinary shares represented by ADSs, to be sold by us in the international offering. Subject to closing conditions set forth in the underwriting agreement, the underwriters will exercise such rights in order to acquire the Class B ordinary shares, including Class B ordinary shares represented by ADSs, to be offered in the international offering. In addition, the underwriters will be able to acquire from us any Class B ordinary shares, including Class B ordinary shares represented by ADSs, relating to preemptive and accretion rights that are not exercised. The underwriters will deposit purchased Class B ordinary shares for delivery of ADSs.

The underwriters have an option to buy up to an additional 11,100,000 Class B ordinary shares, including Class B ordinary shares represented by ADSs, from us to cover sales by the underwriters of a greater number of ADSs than the total number set forth in the table above. The underwriters may exercise that option for 30 days. If any Class B ordinary shares including Class B ordinary shares represented by ADSs, are purchased pursuant to this option, the underwriters will severally purchase Class B ordinary shares or ADSs in approximately the same proportion as set forth in the table above.

The following table shows the per ADS and total underwriting discounts and commissions to be paid to the underwriters by us. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to 11,100,000 additional Class B ordinary shares, including Class B ordinary shares represented by ADSs.

TABLE OF CONTENTS

Paid by Us

		No Exercise				Full Exercise
Per ADS			US$2.025				US$2.025
Total			US$13,463,158.27				US$15,628,240.64

In addition to the underwriting discounts and commissions per ADS set forth above and on the cover of this prospectus supplement, the underwriters will receive a fee from us of US$622,381.72 per Class B ordinary share sold in the Argentine offering and the preferential rights offering in Argentina. In the event the underwriters exercise in full their option to purchase up to 11,100,000 additional Class B ordinary shares, including Class B ordinary shares represented by ADSs, after excluding those additional shares that would need to be issued to shareholders who have exercised their preferential rights, the underwriters have agreed to pay to the Argentine placement agent US$51,837.37.

ADSs sold by the underwriters to the public will initially be offered at the price to the public set forth on the cover of this prospectus supplement. After the initial offering of the ADSs, the underwriters may change the offering price and the other selling terms. The offering of the ADSs by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We estimate that our share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately US$1,159,000.

We have agreed, subject to certain exceptions, not to sell, offer or otherwise dispose of or transfer, directly or indirectly, any of our capital stock (including Class B ordinary shares) or any securities convertible into or exchangeable for our capital stock, during a period commencing on the date of this prospectus supplement and ending 90 days after execution of the underwriting agreement for the offering without the prior approval of Goldman Sachs & Co. LLC. Our Chairman and Vice Chairman, who collectively held, as of March 31, 2017, approximately 37.3% of our Class B ordinary shares, have agreed to similar lock-up provisions, subject to certain exceptions.

In connection with the offering, the underwriters may purchase and sell Class B ordinary shares or the ADSs in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of Class B ordinary shares or the ADSs than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional Class B ordinary shares or the ADSs for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional Class B ordinary shares or the ADSs or purchasing Class B ordinary shares or the ADSs in the open market. In determining the source of Class B ordinary shares or the ADSs to cover the covered short position, the underwriters will consider, among other things, the price of Class B ordinary shares or ADSs available for purchase in the open market as compared to the price at which they may purchase additional Class B ordinary shares or the ADSs pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional Class B ordinary shares or the ADSs for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing Class B ordinary shares or the ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of Class B ordinary shares or the ADSs in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of Class B ordinary shares or the ADSs made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the

TABLE OF CONTENTS

underwriters have repurchased Class B ordinary shares or the ADSs sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of Class B ordinary shares or the ADSs, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of Class B ordinary shares or the ADSs. As a result, the price of Class B ordinary shares or the ADSs may be higher than the price that otherwise might exist in the open market. Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our Class B ordinary shares or the ADSs. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on the NYSE, in the over-the-counter market or otherwise.

We may enter into derivative transactions with third parties, or sell Class B ordinary shares or the ADSs not covered by this prospectus supplement to third parties in privately negotiated transactions. In connection with those derivatives, the third parties may sell Class B ordinary shares or the ADSs covered by this prospectus supplement, including in short sale transactions. If so, the third party may use Class B ordinary shares or the ADSs pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of Class B ordinary shares or the ADSs, and may use Class B ordinary shares or the ADSs received from us in settlement of those derivatives to close out any related open borrowings of Class B ordinary shares or the ADSs. The third party in such sale transactions will be an underwriter or will be identified in a post-effective amendment.

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

In connection with the international offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as email.

The underwriters, the Argentine placement agent and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters, the Argentine placement agent and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters, the Argentine placement agent and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to our assets, securities and/or instruments (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The underwriters, the Argentine placement agent and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

TABLE OF CONTENTS

T+4 Settlement

We expect that delivery of the ADSs will be made against payment therefor on or about the closing date specified on the cover page of this prospectus supplement, which is the fourth business day following the date hereof (this settlement cycle being referred to as “T+4”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade ADSs on the next succeeding U.S. business day will be required, by virtue of the fact that the ADSs initially will settle in T+4, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.

Selling Restrictions

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relative Member State”) an offer to the public of our Class B ordinary shares or the ADSs may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of our Class B ordinary shares or the ADSs may be made at any time under the following exemptions under the Prospectus Directive:

provided that no such offer or our Class B ordinary shares or the ADSs shall result in a requirement for the publication by us, any underwriter 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 public” in relation to our Class B ordinary shares or the ADSs 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 our Class B ordinary shares or the ADSs to be offered so as to enable an investor to decide to purchase our Class B ordinary shares or the ADSs, 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 (as amended), including by Directive 2010/73/EU and includes any relevant implementing measure in the Relevant Member State.

This European Economic Area selling restriction is in addition to any other selling restrictions set out below.

United Kingdom

In the United Kingdom, this prospectus supplement is only addressed to and directed as qualified investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this prospectus supplement relates is available only to relevant persons and will only be engaged with relevant persons. Any person who is not a relevant person should not act or relay on this prospectus supplement or any of its contents.

Canada

Our Class B ordinary shares or the ADSs may be sold in Canada 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

TABLE OF CONTENTS

are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of our Class B ordinary shares or the ADSs must be made in accordance with an exemption form, 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 supplement (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 of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Hong Kong

Our Class B ordinary shares or the ADSs may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and Futures Ordinance”), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case 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 in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Singapore

This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of our Class B ordinary shares or the ADSs may not be circulated or distributed, nor may our Class B ordinary shares or the ADSs 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 (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, 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, in each case subject to conditions set forth in the SFA.

Where our Class B ordinary shares or the ADSs are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) 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, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for six months after that corporation has acquired our Class B ordinary shares or the ADSs under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an

TABLE OF CONTENTS

offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”)

Where our Class B ordinary shares or the ADSs are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six months after that trust has acquired our Class B ordinary shares or the ADSs under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Japan

Our Class B ordinary shares and the ADSs have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, or the “FIEA”). Our Class B ordinary shares and the ADSs may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

Switzerland

Our Class B ordinary shares and the ADSs may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“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 our Class B ordinary shares, the ADSs 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, us, our Class B ordinary shares of the ADSs 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 our Class B ordinary shares and the ADSs will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of our Class B ordinary shares and the ADSs has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of our Class B ordinary shares or the ADSs.

Dubai International Financial Centre

This prospectus supplement relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus supplement is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and

TABLE OF CONTENTS

has no responsibility for the prospectus supplement. Our Class B ordinary shares and the ADSs to which this prospectus supplement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of our Class B ordinary shares and the ADSs offered should conduct their own due diligence on our Class B ordinary shares and the ADSs. If you do not understand the contents of this prospectus supplement you should consult an authorized financial advisor.

Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering. This prospectus supplement does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of our Class B ordinary shares or the ADSs may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

Our Class B ordinary shares and the ADSs applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring our Class B ordinary shares or the ADSs must observe such Australian on-sale restrictions.

This prospectus supplement contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus supplement is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

TABLE OF CONTENTS

TABLE OF CONTENTS

PROSPECTUS

Banco Macro S.A.

Class B Ordinary Shares, par value Ps. 1.00 per share,
in the form of Class B Ordinary Shares or Class B Ordinary Shares
Represented by American Depositary Shares
Rights to Purchase Class B Ordinary Shares

We may from time to time offer our Class B ordinary shares, in the form of Class B ordinary shares or Class B ordinary shares represented by American depositary shares, which we refer to collectively as the “securities.” We will provide the specific terms of the securities that may be offered, and the manner in which they are being offered, in one or more supplements to this prospectus. Any supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information,” before investing in the securities. The amount and price of the securities will be determined at the time of any offering thereof.

The American depositary shares (“ADSs”), each representing 10 of our Class B ordinary shares, are listed on the New York Stock Exchange under the symbol “BMA”. Our Class B ordinary shares are listed on the Bolsas y Mercados Argentinos S.A. (“BYMA”) and for trading on the Mercado Abierto Electrónico S.A. (the “MAE”) under the symbol “BMA”.

Investing in the securities involves risks that are described in the “Risk Factors” section contained in our most recent annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) and in any applicable prospectus supplement and may be described in certain of the documents we incorporate by reference in this prospectus. See “Item 3. Key Information — D. Risk Factors” beginning on page 7 of our Form 20-F.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is May 26, 2017.

TABLE OF CONTENTS

TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS			ii
WHERE YOU CAN FIND MORE INFORMATION			ii
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			ii
FORWARD-LOOKING STATEMENTS			iv
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES			v
BANCO MACRO S.A.			1
REASONS FOR THE OFFERING AND USE OF PROCEEDS			2
PROSPECTUS SUPPLEMENT			2
DESCRIPTION OF SHARE CAPITAL			2
DESCRIPTION OF AMERICAN DEPOSITARY SHARES			3
DESCRIPTION OF RIGHTS TO PURCHASE CLASS B ORDINARY SHARES			3
PLAN OF DISTRIBUTION			5
LEGAL MATTERS			6
EXPERTS			6