**Exhibit 1.2**

 

TRANSLATION 

 

**“TITLE I – Corporate Name – Duration and Object – SECTION 1:**Corporate Name and Domicile: Under the name “BBVA BANCO FRANCES S.A.”, the corporation which was incorporated as“Banco Francés S.A.” will continue to operate. The corporation has legal domicile in the jurisdiction of the city of Buenos Aires, and special domiciles at the branches now in existence or to be created in the future, both in theRepublic of Argentina and abroad, according to the legislation applicable to financial entities. BBVA Banco Francés S.A. is excluded from the “Statutory Optional System of Public Offering with Mandatory Acquisition”, as provided inSection 24 of Decree 677/2001.”. **SECTION 2:**Duration: The term of duration of the corporation is until December 31, 2080. This term may be extended by the Special Shareholders’ Meeting. **SECTION 3**: Object: BancoFrancés del Río de la Plata is a stock corporation whose object in terms of the legislation in force for financial entities is to conduct, within or without the country, the transactions pertaining to a commercial bank, operating asintermediary between the demand and the public supply of financial resources. Its authorized transactions are: a) to receive deposits at sight or at a term; b) to grant short-term bullet loans and loans with partial amortizations; c) to discount,purchase and sell bills of exchange, promissory notes, pledges, checks, drafts and other negotiable instruments; d) to grant guarantees, bonds or other forms of collateral; accept bills of exchange, drafts and other orders of payment, transfer fundsand issue and accept letters of credit; e) to grant advances on credits arising from sales, acquire them and undertake the risks resulting therefrom, take steps to collect them and offer technical and administrative assistance; f) to invest ingovernment securities; g) to make temporary investments in liquid assets; h) to invest in new stock or securities issues, in compliance with such regulations as may be set forth to such effect; i) to accept securities in custody and provide otherservices which may arise therefrom; j) to manage, on behalf of third parties, the purchase and sale of securities, and act as paying agents in relation to dividends, redemption and interest; engage in brokerage activities in the over-the-countersecurities market; k) to perform foreign exchange transactions; l) to comply with agencies related to its operations; m) to receive deposits of participation in mortgage loans and in special accounts; n) to issue mortgage obligations; o) to grantloans for the acquisition, construction, enlargement, reform, repair, improvement and maintenance of urban or rural real estate, and for the substitution of mortgages taken up for the same purpose; p) to receive foreign loans and act as intermediaryin local or foreign currency-denominated loans; q) to issue private bonds and r) to carry out such lending, borrowing and service-related operations as are not forbidden under the Law of Financial Entities. To this effect, the Bank has full legalpower to acquire rights, undertake obligations and perform such obligations as are not forbidden by law or by these By-laws. **TITLE II – Capital Stock – Shares. SECTION 4:**Capital Stock: In compliance with applicableregulations, the Bank’s financial statements shall include its capital stock and the evolution thereof for the last three fiscal years. In compliance with provisions in force, the Bank’s capital stock may be evidenced by bearer orregistered shares of common stock, endorsable or non-endorsable, in book-entry or certificate form, par value $ 1 (one peso)per share and entitled to one vote each. **SECTION 5**: Capital Increases: The Bank’s capital stock may beincreased by resolution adopted at a Regular Shareholders’ Meeting, in compliance with the provisions set forth in Section 188, Part II of the Argentine Law of Corporations, be it through the issue of shares of common stock, preferred sharesand/or non-voting stock. Preferred shares shall be entitled to preferred dividends, whether cumulative or not, according to the conditions of issue. Such stock may also participate in net and realized profits; they may or may not have preference inthe reimbursement of capital upon the Bank’s liquidation and, other than under the provisions set forth in Section 217 of the Argentine Law of Corporations, are not entitled to vote. Non-voting stock do not have voting rights, and shall ranksenior to shares of common stock for the reimbursement of their par value in the event of liquidation of the Bank. Any Shareholders’ Meeting resolving the aforementioned capital increase shall provide for the characteristics of the shares to beissued, as well as other placement conditions and integration terms. New shares may be issued only after all previous shares have been subscribed. **SECTION 6**: Share Subscription: Shares of common stock grant shareholders thereof apre-emptive right to subscribe new shares, pro rata of their relevant interest. Such shares also grant accretion rights in proportion to the shares subscribed on each occasion. The offering, term and conditions to exercise such option right shallabide by the provisions set forth in Section 194 of the Argentine Law of Corporations. **SECTION 7**: Delay in Paying-off: Any delay in paying off the shares subscribed shall arise from the mere maturity date and, should there be no term,the payment shall become due as of the date of registration of such capital increase. Shareholder may not exercise any rights related to the shares for which they are in arrears. Should that be the case, the Board of Directors is hereby empowered toprovide for the sale of temporary share certificates through a stockbroker. If, in the Board’s opinion, such sale is not deemed possible or advisable, it may provide for the termination of the delinquent shareholder’s certificate, uponprior demand for payment within a term not exceeding ten calendar days, in which case the shareholder shall not be entitled to any reimbursement of sums already paid. **SECTION 8**: Voting Stock. Transfer: Voting stock shall beissued in nominative form, endorsable or not, or in book-entry form. The transfer of registered or book-entry shares and any lien thereon shall be notified in writing to the Bank or to the institution keeping the record book of shares, or else beregistered in the relevant book or account. Such transfer shall become enforceable upon the Bank and third parties as of registration thereof. **SECTION 9**: Shares. Formalities. Annotations: Shares and temporary certificatesshall comply with the formalities and annotations set forth in Section 211 of Law 19,550 (Argentine Law of Corporations). Share certificates evidencing more than one share may be issued. Share certificates and the shares represented thereby shall besequentially numbered and include the executed signature of a Director and a Statutory Auditor, or the facsimile copy thereof, in compliance with the provisions set forth in Section 212 of the Argentine Law of Corporations, as supplemented. **TITLEIII – Management and Representation. SECTION 10:**Management and Representation: The business of the Bank shall be managed by a Board of Directors. The number of Board members shall be as provided by the Shareholders’ Meetingwith a minimum of three 

and a maximum of nine. Directors shall hold office for three years and may be re-elected. In order to cover any vacancy,the Shareholders’ Meeting may appoint alternate Directors in a number equal to or lesser than the number of Regular Directors, and for the same term of office. The Shareholder’s Meeting shall establish the order in which alternateDirectors will take office, or the manner in which they will substitute such Directors. The Board of Directors may appoint a General Manager, who may or may not be a Director, whose office may be freely revocable, to be vested with executivemanagement functions pursuant to Section 270 of the Business Companies Law No. 19,550. **SECTION 11:**Directors. Performance Guarantee. As guarantee for their performance, Directors shall pledge to the Bank, during their term ofoffice, at least $ 100 (one hundred pesos), whether in cash or in shares or government securities. They must also constitute special domiciles in Argentina. **SECTION 12:**Board Authorities. At their first Board Meeting, Directors shallappoint a Chairman, as well as a First and a Second Vice-Chairman. The First or Second Vice-Chairman shall substitute the Chairman in case of resignation, absence or incapacity. Notwithstanding the foregoing, the Second Vice-Chairman shallsubstitute the Chairman in case of resignation, absence or incapacity of the First Vice-Chairman. **SECTION 13:**Board Meetings: The Board shall meet at least once a month, with the attendance of at least an absolute majority of itsmembers. Resolutions shall be adopted by the affirmative vote of a majority of votes present. In case of a tie, the Chairman or anybody replacing him will have a casting vote right. Without prejudice to the regular monthly meetings, any member ofthe Board may convene a special meeting. In such case the Chairman shall duly convene the Meeting for a day within five days of receiving such request. Otherwise the meeting may be convened by any Board member. The call for the meeting shall includethe relevant Agenda. Resolutions taken at Board meetings shall be registered in a Minutes Book to be signed by all Directors and Statutory Auditors present. Board Meetings may be held by video-conference. **SECTION 14:**Representation ofDirectors: Should the quorum set forth in the preceding Section be present, Directors not present at the meeting may vote by proxy, to which effect they will grant another Director special power of attorney. Such Directors shall have the sameresponsibilities as the Directors present. **SECTION 15:**Board Powers. The Board of Directors shall have full powers and authority to manage the Bank and dispose of corporate property, including that for which a special power is requiredin compliance with Section 1881 of the Argentine Civil Code and Section 9 of Decree-Law 5965/63. Therefore the Board may, on behalf of the Bank, perform any legal action conducive to comply with the Bank’s corporate purpose including, but notlimited to, the following powers: a) to manage and administer the Bank’s business; b) to act as the Bank’s legal representative through the Chairman or any substitute thereof; c) to appoint and remove managers and deputy managers, andresolve any personnel and administrative matter, and issue such rules and regulations as it may deem appropriate; d) to open or close branches or any other kind of office, whether in Argentina or abroad; e) to grant general or special powers ofattorney, with or without substitution clause, and revoke the same; f) to represent the Bank in any legal dispute, with the power to settle, submit to arbitration such disputes and waive the right of appeal; g) to sell, purchase and exchange realand personal property, to enter into lease agreements, to collect and receive any amount due to the Bank; h) to perform transactions with the Argentine Central Bank, the Banco de la Nación Argentina, the Banco Nacional de Desarrollo, theBanco Hipotecario Nacional, the Banco de la Provincia de Buenos Aires and any other government-run or private domestic or foreign financial institution; i) to accept agencies, representations and commissions; j) to grant guarantees, bonds andsureties; k) to convene Regular and Special Shareholders’ Meetings in such cases set forth by legislation in force; l) to submit to the Regular Shareholder’s Meeting, on an annual basis, the financial statements for that fiscal year andany other management action taken; **SECTION 16:**Legal Representation: The Chairman of the Board, or in case of resignation, absence or incapacity thereof, the First Vice-Chairman or the Second Vice-Chairman, or any two Directorsappointed by the Board shall be the Bank’s representatives. The Bank may appoint one or more attorneys-in-fact to give testimony in court. **SECTION 17:**Executive Committee. The Board of Directors may appoint an Executive Committeeconsisting of three Directors, to meet at least once a month with the attendance of a majority of its members, and to adopt resolutions by the affirmative vote of a majority of votes present. Among other duties, the Executive Committee shall beresponsible for: a) defining the Bank’s strategic guidelines and general policies; b) implementing the Board’s decisions; c) preparing all documents and reports necessary for the Board to adopt any resolution falling within the scope ofthe Board’s exclusive powers; d) approving expense and investment budgets and authorizing such contingent expenses as may arise; e) monitoring the Bank’s general management, accounting and documentation; f) supervising the different areasof the Bank and encouraging internal or external audits or examinations in each and every business area of the Bank; g) developing projects of any nature whatsoever; h) taking part in any discussion and in the execution of agreements related to theBank’s transactions which must be supervised by it; i) performing all kinds of lending and deposit transactions with government-run, mixed or private banks, as well as with any other state-run or private lending institution, whether inArgentina or abroad; j) appointing and removing the Bank’s employees and determining their remuneration and benefits; k) receiving check and savings accounts deposits, fixed term deposits and any other form of deposits to be determined;effecting borrowing and lending transactions and determining the latter’s interest and discount rates; l) accepting civil and commercial agencies, and acting on behalf of third parties; m) managing property and goods in general on behalf ofthird parties; n) performing any kind of domestic or foreign currency denominated transactions, be they related or unrelated to the import and export business, with such sureties and guarantees as may be deemed necessary; ñ) rediscountingcommercial documents of any kind; o) purchasing, selling and keeping securities of any kind, either for its own account or on behalf of third parties, as well as collecting and receiving the relevant dividends thereon; p) mortgaging or pledging realor personal property and chattels as collateral for existing debts or claims, or as additional collateral for its own account or on behalf of third parties. The Executive Committee shall also be empowered to purchase real estate and accept propertyin lieu of payment, whether to facilitate the performance or settlement of transactions, or as payment for pending claims; q) letting and leasing any kind of property, constituting, accepting and releasing any lien; s) performing, in general, anylegal transaction or business within the scope of banking activities, with full power and authority to act on behalf of the Bank; s) performing all powers delegated to it by the Board. The preceding list is by no means restrictive. The ExecutiveCommittee shall be empowered to 

perform any other action related to managing the Bank’s activities in the ordinary course of business. The ExecutiveCommittee shall regularly report to the Board. The management and powers of the Executive Committee shall be determined by the Board of Directors through the issue of internal regulations. **SECTION 18:**Directors’ Remuneration: TheBoard shall receive an annual remuneration to be set forth by the Shareholders’ Meeting, with such restrictions as established in Section 261 of the Argentine Law of Corporations. **SECTION 19:**Special Roles or Technical/AdministrativeDuties.: Whenever the performance of special roles or of technical/administrative duties by one or more Directors as a result of insufficient or no income cause the above-mentioned remunerations to exceed the restrictions set forth in Section261 of the Argentine Law of Corporations, such remuneration shall only be paid if expressly approved by the Shareholders’ Meeting, and this issue shall be included as an item of the Agenda. **TITLE IV – Supervision.****SECTION 20:**Supervisory Committee. The Bank shall be supervised by three regular statutory auditors to be appointed on an annual basis by the Regular Shareholders’ Meeting, and an equal number of Alternate Statutory Auditors, to hold office foridentical term. Their remuneration shall be determined by the Shareholders’ Meeting. **SECTION 21:**Powers and Duties. The Members of the Supervisory Committee will be entrusted with such powers and duties as set forth in theArgentine Law of Corporations and, more specifically, their powers will include: 1) to supervise the Bank’s management, to which effect it shall examine the Bank’s documents and books at least quarterly and whenever it may deem itconvenient; 2) to monitor at the same intervals the Bank’s cash and securities, as well as any debt obligations and their performance; likewise, it may request the preparation of trial balance-sheets; 3) to attend, if asked to do so, any Board,Executive Committee or Shareholders’ Meeting, not being entitled to vote therein; 4) to monitor the deposit and permanence of the Directors’ performance guarantee, and take steps to correct any irregularity; 5) to submit to the RegularShareholders’ Meeting a written and documented report on the Bank’s business and financial condition, and give an opinion on the annual report, inventory, balance-sheet and statement of income; 6) to furnish shareholders representing atleast two percent of the capital stock, at any time they may so request in writing, with such information as they may request on issues falling within the jurisdiction of the Supervisory Committee; 7) to convene a Special Shareholders’ Meetingwhenever deemed necessary, or Special Shareholders’ Meetings in case the Board fails to do so; 8) to cause any pertinent item to be included in the Agenda for any meeting; 9) to ensure compliance by corporate bodies with any law, statute,regulation or Shareholders’ Meeting decision; 10) to supervise the corporation’s liquidation; 11) to investigate any complaint filed in writing by shareholders representing at least 2% of the Bank’s capital stock, to verbally reportthereon at a Shareholders’ Meeting and to make such comments and recommendations thereon as it may deem appropriate. To immediately convene a Shareholders’ Meeting to make a decision thereon whenever, in its opinion, the Board fails todeal with the issue under investigation as properly as required, and it is therefore necessary to make a prompt decision. The members of the Supervisory Committee may individually exercise their right to administrative information and investigation.**SECTION 22:**Meetings and Resolutions: The Supervisory Committee shall meet at least once every quarter, and may also hold special meetings upon request from any of its members, or upon an express request of the Board. The SupervisoryCommittee shall hold meetings and make decisions with the attendance and the affirmative vote of at least two of its members. Any resolution adopted shall be entered in a Minutes Book kept to that effect. **TITLE V – Shareholders’Meetings. SECTION 23**: Notice: Regular and Special Shareholders’ Meetings shall be agreed upon by the Board of Directors or by the Supervisory Committee in such instances as set forth by law, or whenever they may deem it necessary, orupon requisition of shareholders representing at least 5% of the Bank’s capital stock, in compliance with the provisions of Section 236 of the Argentine Law of Corporations. **SECTION 24:**Publication. Shareholders’ Meetingsshall be called for by publication of the notice for five days, at least ten and not more than thirty days before the date of the Meeting, in the Official Bulletin and in one Argentine newspaper of large circulation. The notice shall include thenature of the Meeting as well as the date, time and venue therefor, the Agenda and any special requirements set forth herein to be observed by the Shareholders. **SECTION 25:**Meetings on Second Call: In case of adjournment of a RegularShareholders’ Meeting, the Meeting on second call may be held on the same date, at least one hour after the time set for the meeting on first call, in compliance with Section 237 second paragraph of the Argentine Law of Corporations. In case ofadjournment of a Special Shareholders’ Meeting, the Meeting on second call shall be held within the following 30 days, and the notice therefor shall be published for three days at least eight days before the date set therefor. **SECTION26:****Attendance in Person and by Proxy**: In order to attend and vote at any Shareholders’ Meeting, shareholders shall deposit with the Bank their shares or a share certificate or statement of account representing book-entry shares, asthe case may be, issued by a bank, a securities depository or any other authorized institution, to be entered in the Book of Attendance at least three (3) business days before the date of the Meeting. Holders of registered or book-entry shares,record of which is kept by the Bank, shall only be required to notify the Bank to enter their names in the Book of Attendance at least three (3) business days before the date of the Meeting. The corporation shall furnish such shareholders withcertificates authorizing them to attend the Meeting. Shareholders may be present at meetings by power of attorney or proxy. In the latter case, the principal’s signature shall be certified by a court, notary public or bank. Directors, StatutoryAuditors, Managers or other employees of the Bank may not be agents. **SECTION 27:**Quorum and Decisions: Shareholders’ Meetings shall be chaired by the Chairman of the Board or any substitute thereof, or by the person appointed bythe Shareholders’ Meeting to that effect. A quorum shall be present at any Regular Shareholders’ Meeting on first call upon the attendance of shareholders representing a majority of the voting stock. On second call, there shall be quorumwith the attendance of any number of shareholders present. A quorum shall be present at any Special Shareholders’ Meeting on first call upon the attendance of shareholders representing sixty percent of the voting stock. Shareholdersrepresenting thirty percent of the bank’s voting stock shall form a quorum at a Special Shareholders’ Meeting on second call. In any case, resolutions shall be adopted by an absolute majority of the votes present which may be cast on suchresolutions. **SECTION 28:**Adjournment: Shareholders’ Meetings may be adjourned once, and the adjourned meeting shall be held within the following thirty days, no new call being required. Only those shareholders who comply with theprovisions of Section 26 hereof may be present at such meeting. Separate minutes shall be kept for each meeting. **SECTION**

******29:**Minutes of Shareholders’ Meetings: Minutes shall be taken of all discussions held atShareholders’ Meetings, to be entered in a special book. All Minutes must be signed by the Chairman and any two shareholders appointed by the Meeting to this effect within five days thereof. Such Minutes shall include a summary of all opinionsgiven therein, the voting method and the outcome thereof, and a full statement of all decisions made. **TITLE VI – Fiscal Year. SECTION 30:**Commencement and Close: As from (and including) January 1, 1999, the Bank’s fiscal yearshall commence on the 1st of January of each year and close on the 31st of December of that same year. Financial statements shall be prepared as of such date in compliance with current provisions and technical rules. TheShareholders’ Meeting may modify the closing date, and this resolution shall be registered with the Public Registry of Commerce, and reported to controlling authorities. Net and realized profits shall be allocated as follows: a) a percentage tobe determined in compliance with legal provisions in force for financial entities, shall be allocated to the Legal Reserve Fund; b) an amount to be allocated by the Shareholders’ Meeting, to pay the remuneration of Directors and members of theSupervisory Committee; c) to pay dividends on preferred shares, any dividend still unpaid ranking senior to such shares; d) an amount to be determined by the Shareholders’ Meeting, up to a maximum of 1%, to the Fund of Assistance to Bankemployees and their dependents, or for any other purpose related to the Bank’s personnel and determined by the Board of Directors; e) the remainder, whether in whole or in part, to additional participation by preferred shares and to dividendson shares of common stock, or to additional reserve or contingency funds, or to new account, or to any such use as the Shareholders’ Meeting may determine. Dividends shall be paid pro rata of the relevant integration in such terms as may be setforth by the controlling authorities. Dividends in cash or in shares not collected or claimed within three years counted as from the date they were made available to shareholders shall be automatically allocated to the Reserve Fund. **TITLE VII– Liquidation. SECTION 31:**. Liquidation: In case of dissolution, the corporation shall report such circumstance to the Argentine Central Bank, so that the latter can determine whether it will take charge of the liquidationproceedings. Should the referred controlling authority decide not to do so, the Shareholders’ Meeting shall appoint a Liquidation Committee and set the remuneration thereof. Such Committee shall carry out the liquidation under supervision ofthe Supervisory Committee, as follows: within thirty days of taking office, it shall take an inventory and prepare a balance-sheet of the corporate equity, to be made available to the partners. The Liquidation Committee must also inform theSupervisory Committee, on a quarterly basis, about the status of the liquidation proceedings. Once the corporation’s liabilities, including liquidation expenses, have been extinguished, and provided there are any funds left, the liquidatorsshall prepare a final balance-sheet and distribution plan; capital shall be reimbursed proportionately, and the remainder shall be distributed among shareholders in proportion to their participation in the corporate capital. The final balance-sheetand distribution plan must be registered with the Public Registry of Commerce.