Download ACTA DE DIRECTORIO Nº 2547 (18

BANCO PATAGONIA S.A.
MINUTES OF BOARD MEETING No. 2547 (02.18.09):
A meeting of the Board of Directors of BANCO PATAGONIA S.A. was held on February 18, 2009 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 03.00 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 several
aspects related to the Company's activities. Extensive discussion ensued on various matters and the
following Agenda was discussed:
1.
Acquisition of treasury stock.
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ITEM NO. 01: ACQUISITION OF TREASURY STOCK: The President stated that, as already known
by all members, on July 31, 2008 the Board of Directors of the Company resolved to implement a plan
for the repurchase of treasury stock on the Argentine market; that on September 16, 2008, the Board
amended the terms and conditions of such plan, by reducing the minimum price per share to ARS
1.40; that on October 21, 2008 the Board further amended the above-mentioned terms and conditions
by eliminating the minimum price.
The Company has purchased:
- As of 01.30.09, 19,484,459 face value shares for a total amount of ARS 25,257,064.
- As of 02.18.09, 20,378,986 face value shares for a total amount of ARS 26,428,034.
The President next stated that considering the reasons for reacquisition of stock still prevailed, it was
convenient for the Company to extend the term of the plan on repurchase of treasury stock, due to
expire on February 27, 2009, for an additional term of 180 calendar days, i.e., until August 26, 2009.
Next, the President mentioned the basic terms and conditions for acquisition of treasury stock.
Maximum amount to be invested: up to $ 95,500,000.-. Maximum number of shares to be acquired:
up to 50,000,000 of common book-entry Class “B” shares of face value ARS 1 (one peso) per share
entitling the holder to 1 (one) one vote per share. Price payable for the shares: up to a maximum of
ARS 1.91 per share. Term during which the acquisitions will take place: up to August 26, 2009, subject
to any term renewal or extension, the Board of Directors being entitled to discontinue or stay the plan
at any time, of which investors will be informed. After extensive discussion, and upon motion duly
made, seconded and unanimously adopted, the President's proposal was approved.
Next, the President remarked that the authorization duly requested to the Central Bank of Argentina to
acquire BDR's in Brazil was being processed.
Next, the President informed that the Audit Committee and the Statutory Audit Committee had sent the
reports duly requested to them under the provisions in force. Said reports, issued on February 16,
2009, were read, stating that the proposal, as amended, complied with legal requirements set by Law
17,811 on Public Offering, Section 68 (added by Presidential Decree 677/01) and other applicable
regulations, and that no objection was made.
Furthermore, the President stated that it was convenient to ratify the appointment and authorization
granted in favor of Messrs. Emilio Carlos González Moreno, Guillermo Fabio Pedró, Rubén
Iparraguirre, Laura Eugenia Varela, Andrés Prida, and Norberto Corbalán so that any of them, with the
widest powers, may carry out any act that may be necessary to implement the above-mentioned
reacquisition plan, including the execution of instruments and any filing to be made with the CNV,
BCBA, CVM or BOVESPA. After some discussion, upon motion duly made, seconded and
unanimously adopted, the above-mentioned appointments and authorizations were ratified.
Mr. Emilio Carlos Gonzalez Moreno next stated that, under CNV regulations, and considering a
Company resolution to acquire treasury stock was in force, the directors, statutory auditors and senior
managers should be informed that they may not sell any Company shares they may own or manage,
either directly or indirectly.
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There being no further business to come before the meeting, the meeting was adjourned at 04.30 p.m.
Signatures: Jorge G.Stuart Milne, Ricardo A.Stuart Milne, Emilio C.Gonzalez Moreno, Alberto
J.F.Croceri, Carlos A.Giovanelli, María S.Sampayo Cau.-------------------------------------------------------------
Emilio C. Gonzalez Moreno
2nd Vice-President