BANCO PATAGONIA S.A.

MINUTES OF THE REGULAR SHAREHOLDERS' MEETING HELD ON 04.27.09

The Regular Shareholders' Meeting of Banco Patagonia S.A. (the "Bank") was held at the Bank's main office located at Teniente General Juan D. Perón 500, City of Buenos Aires, on April 27, 2009, with the presence of the shareholders that appear on pages 6, 7 and 8 of the Stock Ledger and Attendance Book No. 5, certified under No. 6704-06 on 01.26.06.

The chairperson was Mr. Jorge Guillermo Stuart Milne, in his capacity as President of the Board of Directors, who called the meeting to order and thanked the attendance of the Shareholders, Directors, Regular Members of the Statutory Audit Committee, Dr. María Soledad Sampayo Cau and Dr. Alberto Mario Tenaillon, of officers from the Bank's various areas, of the external auditors' representative, Dr. Andrea Nora Rey, and of representatives from the Buenos Aires Stock Exchange, Dr. Sabrina Faraci and Dr. Ariel Schmutz, and from the Argentine Securities Commission, Dr. María Parodi.

Next, the President appointed Mr. Andrés Gustavo Prida, a Bank officer, as Secretary, and directed Mr. Prida to read the call to meeting, attendance data and to keep the record of the Meeting.

The Secretary then informed that the Call to Shareholders' Meeting was published in the Official Gazette on March 26, 27, 30 and 31, 2009, and April 1, 2009, and in La Naciónnewspaper during 5 days, pursuant to the provisions of Law 19,550, section 237.The Secretary then announced that 21 shareholders were present, 4 in person and 17 by proxy, who held 584,631,194 book-entry shares, of which 22,768,818 were Class "A" shares and 56,862,376 were Class "B" shares, both classes entitled to 1 vote per share and with a face value of ARS 1 each, i.e., 100% of Class "A" capital and votes plus 75.0977% of Class "B" capital and votes, representing a total of 80.7683% of the Company's outstanding capital and votes as of the date of closing of the ledger, April 21, 2009.As regards vote counting, the limitations established by law on the ANSES (the Argentine Social Security System) ownership interest would be noted later.

It was added that the Company's Class "B" treasury shares as of the date of ledger closing were not considered for determination of a quorum; those shares were 24,317,947 in number, entitling 1 vote per share and with a face value of ARS 1 each, thus raising the represented capital to ARS 723,837,731.

Furthermore, it was stated that although the ANSES announced its attendance with 109,660,089 Class "B" shares, representing 15.15% of the corporate capital, pursuant to the provisions of Law 26,425, section 8, paragraph 3, the limitations imposed by Law 24,241, section 76, apply. Therefore, in accordance with item f) of the above-mentioned section, ANSES may not exercise in the Shareholders' Meeting voting rights for more than 5% of the corporate capital, i.e. 36,191,887 votes.Faced with this situation, ANSES representative objected with reservation of legal rights.

Considering the above, it was stated that the total number of votes present at the meeting for the adoption of valid resolutions was the following:CLASS "A" SHAREHOLDERS: 22,768,818, i.e., 100% of votes; CLASS "B" SHAREHOLDERS: 488,394,174, i.e., 69.6642% of votes, representing a total of 511,162,991 votes, i.e., 70.6185% of votes.

It was also informed that Mr. Alexis Marcarian, on behalf of Banco Itaú S.A., depository of the Brazilian Deposit Certificates (BDRs) handed the instructions received for the casting of the relevant votes.Furthermore, Mr. Marcarian requested that those instructions were taken into account at the time of vote counting, except that on items 1, 7, 8 and 10 of the Agenda, for which no Board proposal was presented, he would abstain from voting since the above-mentioned instructions were not clear on those matters.It was also informed that the above-mentioned shareholder submitted a certificate issued by Caja de Valores S.A. entitling it not to cast a favorable vote.

Lastly, the Shareholders were informed that for the purposes of counting the voluntary abstentions, the Board Resolution issued by the Argentine Securities Commission on February 21, 2003, published in the Buenos Aires Stock Exchange Daily Journal on May 19, 2003, which reads:"voluntary abstentions announced during a regular shareholders' meeting shall be subtracted from the calculation basis for vote counting purposes, and a new calculation basis shall be established after said subtraction according to which the relevant majority shall be determined" would be taken into account.

Therefore, the publications required by legal provisions and the By-laws having been made, and there being a quorum present, the President declared the Regular Shareholders' Meeting in first call opened at 04.12 p.m.

Next, the President presented the items in the Agenda to be considered by the Shareholders:

1.Appointment of two shareholders to sign the Minutes.

2.Examination of the documents mentioned in Law 19,550, Section 234, 1st paragraph (Financial Statements, Statutory Audit Committee's Report, Annual Report and Allocation of Profits/Losses) for fiscal year ended on December 31, 2008.

3.Examination of the allocation of profits/losses as of the closing date of fiscal year ended on December 31, 2008. Distribution of ARS 133,373,000.- as cash dividends, subject to the authorization by the Central Bank of Argentina.

4.Assessment of the management and actions of the Board of Directors and Statutory Audit Committee.

5.Examination of Board members' compensation for the fiscal year ended on 12.31.08, pursuant to Law 19,550, Section 261, and the Argentine Securities Commission Regulations, taking into account the amount proposed to be distributed as dividends.

6.Fees of the Statutory Audit Committee members.

7.Establishment of the number and election of Directors for fiscal years 2009/2010.

8.Election of members of the Statutory Audit Committee for fiscal year 2009.

9.Appointment of the Company's External Auditor for fiscal year 2009.

10.Establishment of the budget for the Audit Committee - CNV.

It was explained that the items in the Agenda would be presented to the Shareholders in order and that voting would then proceed on each of them.

1) ITEM ONE IN THE AGENDA:

Appointment of two shareholders to sign the Minutes.

Dr. Francisco José Lagger, on behalf of shareholder Ricardo Alberto Stuart Milne, proposed to appoint, Dr. Luis Fernando Prieto Taberner, on behalf of the Province of Rio Negro, in representation of Class "A" shares;and Dr. Juan Matías McCormick, on behalf of EmilioCarlos Gonzalez Moreno, in representation of Class "B" shares.

Next, the President invited the ANSES representative to also sign the minutes; this being the first time ANSES is present as a shareholder, the representative accepted and thanked the remaining shareholders.

Upon motion made, unanimously seconded by the votes present that could be validly cast on this item and carried, the President's proposal was approved as presented.

1) ITEM TWO IN THE AGENDA:

Examination of the documents mentioned in Law 19,550, Section 234, 1st paragraph (Financial Statements, Statutory Audit Committee's Report, Annual Report and Allocation of Profits/Losses) for fiscal year ended on December 31, 2008.

The Shareholders were informed that, pursuant to Communiqué "A" 760, the Central Bank of Argentina allowed financial entities to take the necessary steps in order to publish the financial statements mentioned in Law 21,526, section 36.Next, the President explained that in that regard the Financial Statements and Annual Report as of 12.31.08, with their respective Auditors' Report and Statutory Audit Committee's Report, were approved by the Board of Directors of the Company at its meeting held on February 18, 2009, that the Financial Statements were published in the Argentine Official Gazette on March 3, 2009, and the Call to Shareholders' Meeting was considered and approved by the Board at its meeting held on March 9, 2009.

The President further informed that by virtue of the treasury stock repurchase plan described in item 2, Note 3 to the Financial Statements and Annual Report as of 12.31.2008, the Company purchased and settled a total of 16,467,670 common shares for an amount of ARS 21,321 thousand, which was recorded by adjustment of retained earnings.As of that date, a face value of ARS 129,275 for shares of common stock amounting to ARS 162 thousand had not yet been settled.

Dr. Luis Fernando Prieto Taberner, on behalf of shareholder Province of Rio Negro, stated that the documents corresponding to the fiscal year under analysis had been approved by the Board of Directors at its meeting held on February 18, 2009, that said documents resulted from the entries made in the Company's certified accounting books, which had been placed at the shareholders' disposal well in advance of this meeting, and therefore proposed that their reading was omitted and that said documents were approved without any amendments.

Upon motion made, unanimously seconded by the votes present that could be validly cast on this item and carried, the proposal was approved as presented.

1) ITEM THREE IN THE AGENDA:

Examination of the allocation of profits/losses as of the closing date of fiscal year ended on December 31, 2008. Distribution of ARS 133,373,000.- as cash dividends, subject to the authorization by the Central Bank of Argentina.

The Shareholders were informed of the Board proposal related to the consideration of this item in the agenda.In this regard, it was stated that, as it appeared from the Financial Statements, the Company's fiscal year ended on December 31, 2008 recorded profits before taxes in the amount of to ARS 377,034 thousand, which, after deduction of the Income Tax for ARS 110,288 thousand, resulted in a net profit of ARS 266,746 thousand.This amount, plus the retained earnings as of the beginning of fiscal year 2008, for ARS 251,399 thousand, after deduction of the amount of ARS 26,539 thousand for legal reserve, of ARS 66,500 thousand for payment of cash dividends, of ARS 21,321 thousand for repurchase of treasury stock, represented total retained earnings of ARS 403,785 thousand at FY 2008 end.

The President next added that pursuant to BCRA regulations on distribution of dividends, the Board of Directors required the prior authorization to the BCRA to pay cash dividends in a total amount of ARS 133,373 thousand, which had not been received as of that time.Furthermore, the President added that said amount represented a dividend of ARS 0.184258 per outstanding share as of the date of closing of the ledger.It was also informed that the Board of Directors proposed the following allocation of profits, subject to BCRA authorization:

Total to be distributed:ARS 403,785thousand

a) to Legal Reserve (20% of 266,746):ARS 53,349thousand

b) to payment of cash dividends

(pending BCRA authorization):ARS 133,373thousand

c) balance carryforward:ARS 217,063thousand

In this regard, it was informed that the Board proposal took into consideration non-accounting adjustments mentioned in BCRA Communiqué "A" 4664, item 2.1.2, as amended, for a total amount of ARS 88,999 thousand, which was included in the amount of ARS 217,063 that were carried forward.

The above-mentioned distribution of dividends was not subject to the 35% withholding established in the section added after section 69 of the Income Tax Law, since the dividends proposed to be distributed did not exceed the profits established by application of the general provisions of such Law.

Dr. Francisco José Lagger, on behalf of shareholder Ricardo Alberto Stuart Milne, moved that the following be approved:(i) the proposal on profit distribution made by the Board of Directors, and (ii) the declaration of a cash dividend in the amount of ARS 0.184258 per share, subject to BCRA authorization to be made available to the shareholders within thirty (30) calendar days after the Company is advised of the BCRA authorization.

Upon motion made, unanimously seconded by the votes present that could be validly cast on this item and carried, the proposal was approved as presented.

1) ITEM FOUR IN THE AGENDA:

Assessment of the management and actions of the Board of Directors and Statutory Audit Committee.

Dr. Luis Fernando Prieto Taberner, on behalf of shareholder Province of Rio Negro, proposed that the management and actions of the Board of Directors and Statutory Audit Committee for the fiscal year under analysis were approved, and that their members were exempted from liability as provided for in Law 19.550, section 275, considering that their actions, as recorded in the minutes of the Board of Directors and Statutory Audit Committee meetingsand as appearing from the documents approved in item 2, had strictly complied with the provisions of the By-laws and current legislation.

The proposal was placed to the shareholders' consideration and was unanimously approved by the votes that could be validly cast for this decision, the Shareholders who were also Directors having abstained from voting on approval of their own actions.

1) ITEM FIVE IN THE AGENDA:

Examination of Board members' compensation for the fiscal year ended on 12.31.08, pursuant to Law 19,550, Section 261, and the Argentine Securities Commission Regulations, considering the amount proposed to be distributed as dividends.

The Shareholders were informed that a compensation to Board members for the fiscal year ended on December 31, 2008 was proposed for a total amount of ARS 5,374 thousand, which was posted to profits/losses of the year and did not exceed the limits established in the Business Companies Law, section 261, and the Argentine Securities Commission (CNV) regulations.It was informed that the compensations total amount was considered adequate taking into account the members' duties, the time devoted to their functions, their qualifications and professional reputation.It was added that said compensation included the compensation to independent Directors that were members of the Audit Committee – CNV during the fiscal year ended on December 31, 2008.

Dr. Francisco José Lagger, on behalf of shareholder Ricardo Alberto Stuart Milne, moved that the proposal on payment of compensation to Board members for a total amount of ARS 5,374 thousand, already posted to FY 2008 profit/losses, was approved.

Upon motion made, unanimously seconded by the votes present that could be validly cast on this item and carried, the proposal was approved as presented.

1) ITEM SIX IN THE AGENDA:

Fees of the Statutory Audit Committee members.

Dr. Juan Matías McCormick, on behalf of shareholder Emilio Carlos Gonzalez Moreno, moved that the compensation to the members of the Statutory Audit Committee was approved for a total amount of ARS 880 thousand, already posted to FY 2008 profit/losses.

Upon motion made, unanimously seconded by the votes present that could be validly cast on this item and carried, the proposal was approved as presented.

1) ITEM SEVEN IN THE AGENDA:

Establishment of the number and election of Directors for fiscal years 2009/2010.

The Shareholders were informed that, pursuant to the provisions of section 9 of the Company's By-laws, the Company direction and management was to be entrusted to a Board of Directors composed of the number of regular members to be resolved by the Shareholders' Meeting, between a minimum of five and a maximum of nine members, to be elected as follows:a) one regular director to be appointed by the holder of Class "A" common shares, independently of the corporate capital represented by that class of shares, who may also appoint an alternate director; and b) the remaining regular directors would be appointed by holders of Class "B" common shares, who may also appoint alternate directors.It was added that upon expiration of the term of office of the six Directors appointed by the Shareholders' Meetings held on April 18, 2006, and April 24, 2007, the number of Directors had to be established and the vacancies filled for FY 2009-2010. It was explained also that mention of fiscal year "2011" in an item of the agenda was an involuntary mistake and that, pursuant to section 9 of the By-laws, directors were to be appointed for a two-year term, in this case, 2009-2010.

Dr. Francisco José Lagger, on behalf of shareholder Ricardo Alberto Stuart Milne, proposed that the number of regular directors continued to be six.

Upon motion made, unanimously seconded by the votes present that could be validly cast on this item and carried, the proposal was approved as presented.

Next, the appointment of the new regular Directors was considered, and Law 21,526 of Financial Entities, section 10, was read — this section governs disqualification grounds to be elected to this position.

Furthermore, Shareholders were reminded that the Bank's By-laws, section 9, forbid that "any person who has an employment or professional relationship, either paid or not, at the National, Provincial or Local Public Administration, except in the case of the teaching profession, or who is a director or administrator of a legal person that is in default with any financial institution" may be a member of the Board of Directors.

Dr. Luis Fernando Prieto Taberner, representing Province of Rio Negro, holder of Class "A" shares, stated that the Province, exercising its right to appoint a Regular Director, elected Dr. Alberto Julio Francisco Croceri to continue in the position of Regular Director on behalf of Class "A" shares.Dr. Prieto Taberner added that no Alternate Director would be appointed.

Dr. Francisco José Lagger, on behalf of shareholder Ricardo Alberto Stuart Milne, proposed that the following individuals were appointed to continue being members for Class "B" shares as Regular Directors: Jorge Guillermo Stuart Milne, Ricardo Alberto Stuart Milne, Emilio Carlos Gonzalez Moreno, Carlos González Taboada and Carlos Alberto Giovanelli; and that no Alternate Directors were proposed.

Upon motion made, the proposal was unanimously approved by the votes present that could be cast on this decision corresponding to Class "B" shares.

It was then stated that the Board of Directors for fiscal years 2009/2010 would be composed as follows:

  • Mr. Jorge Guillermo Stuart Milne (Regular Director for Class “B” shares)
  • Mr. Ricardo Alberto Stuart Milne (Regular Director for Class “B” shares)
  • Mr. Emilio Carlos Gonzalez Moreno (Regular Director for Class “B” shares)
  • Mr. Carlos González Taboada (Regular Director for Class “B” shares)
  • Mr. Carlos Alberto Giovanelli (Regular Director for Class “B” shares)
  • Mr. Alberto Julio Francisco Croceri (Regular Director for Class “A” shares)

It was further stated that in compliance with the provisions of section 11, item III.6, Chapter III, Book I of the Argentine Securities Commission regulations, as of the date of this shareholders' meeting Messrs. Jorge Guillermo Stuart Milne, Ricardo Alberto Stuart Milne, Emilio Carlos Gonzalez Moreno and Alberto Julio Francisco Croceri were non-independent directors for the purposes mentioned therein, and Messrs. Carlos Alberto Giovanelli and Carlos González Taboada were independent directors.Also, mention was made that all the appointed Regular Directors would hold office until the Shareholders' Meeting that is to consider the Financial Statements as of December 31, 2010, and that no Alternate Directors have been appointed.