Banco patagonia s. A

A meeting of the Board of Directors of BANCO PATAGONIA S.A. was held on February 16, 2011 at the offices located at Tte Gral Juan D. Perón 500, City of Buenos Aires. The undersigned Directors were present at the meeting. Also present was Ms. María Soledad Sampayo Cau, CPA, on behalf of the Statutory Audit Committee. At 17.00 p.m. a quorum was present, and the President stated that the meeting, having been duly convened, was ready to proceed with business and discuss the following Agenda: ---------------------------------------------------------------------------------------------------------------------------

1. 
   Consideration of Financial Statements corresponding to the Company's fiscal year beginning on January 1 and ending on December 31, 2010, the Independent Auditors' Report and the Statutory Audit Committee's Report.
   
2. 
   Consideration of the Annual Report corresponding to fiscal year ended as of December 31, 2010, incluiding the Corporate Governance Code's Report.
   
3. 
   Consideration of Management Report under CNV Regulations, Chapter XXIII, 11.6.
   
4. 
   Audit Committee - CNV 's Report.
   

The President next stated that the documents to be discussed in the meeting result from the entries made on the Company's accounting books, kept in accordance with current legal regulations, and from supporting documents. Considering the above and the fact that the officers present at the meeting are familiar with the above-mentioned documents, the President proposed that transcription of said documents in the Minutes was omitted and that said documents were approved.

Extensive discussion ensued on several aspects related to the information included in the above-mentioned Financial Statements, after which the motion was unanimously approved.

The President next proposed that, within legal terms, the Call to Shareholders' Meeting could be discussed at another Board Meeting. After brief discussion, and upon motion duly made, seconded and unanimously adopted, the President's proposal was approved.-----------------------------

City of Buenos Aires

1. We have examined the accompanying balance sheet of BANCO PATAGONIA S.A. as of December 31, 2010, and the related statements of income, changes in shareholders’ equity and cash Flows and their equivalent statements for the year then ended. In addition, we have audited the accompanying consolidated balance sheet of BANCO PATAGONIA S.A. and its subsidiaries as of December 31, 2010, and the related consolidated statements of income and cash flows for the year then ended, which are disclosed as supplementary information in Schedule I.

An audit involves performing procedures, on a selective test basis, to obtain judgmental evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, who, to this end, assesses the risks of material misstatement of the financial statements, whether due to errors, omissions or irregularities. In making these risk assessments, the auditor considers the Bank’s internal control relevant to the preparation and fair presentation of the financial statements in order to select the appropriate audit procedures in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank’s internal control system in place. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Bank’s Management, as well as evaluating the overall presentation of the financial statements.

1. 
   The financial statements mentioned in the first paragraph have been transcribed into the “Financial Statements” book and, in our opinion, were prepared, in all material respects, in conformity with the applicable BCRA standards, Argentine Business Associations Law provisions, and CNV (Argentine Securities Commission) regulations.
   
2. 
   The financial statements of BANCO PATAGONIA S.A result from books kept, in their formal respects, in conformity with current legal requirements and regula tions of B.C.R.A. and in conformity with the provisions of CNV Resolution EMI No. 4,810 dated October 21, 2008.
   
3. 
   We have performed the procedures on the prevention of money laundering and terrorist financing under the relevant professional standards issued by the Argentina Federation of Professional Councils in Economic Sciences.
   
4. 
   As of December 31, 2010, liabilities accrued in employer and employee pension contributions on behalf of the National Social Security, resulting from the Bank’s accounting books amount to ARS 8,833,664, none of which was due and payable as of that date.
   
5. 
   During the fiscal year ended December 31, 2010, we billed audit services fees to the Bank, representing 99,72% of the total amount billed to the Bank on any and all accounts, 81,28% of the total amount of audit services billed to the Bank and its subsidiaries, and 81,10% of the total amount billed to the Bank and subsidiaries on any and all accounts.
   

City of Buenos Aires, February 16, 2011. PISTRELLI, HENRY MARTIN Y ASOCIADOS S.R.L., C.P.C.E.C.A.B.A. Vol. 1 – Fo. 13. Andrea N. Rey, Partner, Certified Public Accountant (U.B.A.),C.P.C.E.C.A.B.A. Vol. 241 – Fo. 14.