SECURITIES AND EXCHANGE COMMISSION
Commission File Number: 001-34476
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil
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[Free English Translation]
BANCO SANTANDER (BRASIL) S.A.
Public-Held Company with Authorized Capital
Corporate Taxpayer ID (“CNPJ/MF”) # 90.400.888/0001-42
Company Registration (“NIRE”) # 35.300.332.067
MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON APRIL 28, 2014
DATE, TIME, AND PLACE:
April 28, 2014, at 10:00 a.m., at the main place of business of Banco Santander (Brasil) S.A. (“Company”).
ATTENDANCE:
The majority of the Company´s Board of Directors members, as follows: Mr. Celso Clemente Giacometti – Chairman of the Board of Directors; Mr. Jesús María Zabalza Lotina – Vice Chairman of the Board of Directors; and Messrs. Conrado Engel, José de Paiva Ferreira, and by videoconference, Messrs. José Antonio Alvarez Alvarez and José Manuel Tejon Borrajo – Directors, and the Independent Director Mrs. Viviane Senna Lalli. Mr. Carlos Alberto López Galán, Senior Vice-President Executive Officer was also attended the Meeting.
CALL NOTICE:
The Meeting was duly convened as provided for in article 16 of the Company´s Bylaws.
BOARD:
Pursuant to article 18, item I of the Company´s Bylaws, the Meeting was chaired by the Chairman of the Board of Directors, Mr. Celso Clemente Giacometti, who invited Mr. Marco Antônio Martins de Araújo Filho, Company´s Vice-President Executive Officer, to act as the Secretary.
AGENDA:
To approve the interests payment on the perpetual subordinated notes of Tier I (“Tier I Notes”) issued on January 29, 2014.
RESOLUTIONS:
Initially, the Board of Directors´ members approved the writing of the Minutes of the Meeting in an abridged form. It was also approved the publication of the Minutes in the form of an abstract, without Directors’ signatures.
Afterwards, proceeding to the item of the Agenda, after examination and discussion of such matter, and pursuant to the documents presented to the Director’s, which will be filled at the Company´s headquarter, the Company´s Board of Directors, unanimously and without any restrictions:
Approved, pursuant to section 2.06 of the Basic Deed of Issuance (“Basic Deed of Issuance”), as the Complementary Deed of Issuance of the Tier I Notes (“Complementary Deed of Issuance of the Tier I Notes”) and in conjunction with the Basic Deed of Issuance of Tier I Notes (“Basic Deed of Issuance of Tier I Notes”) the payment of interests on the Notes Interest Tier I, for the quarter ended on April 29, 2014, in the amount of US$ 23,004,699.72 (twenty three million, four thousand, six hundred ninety nine dollars and seventy-two cents). Such payment will be made on April 29, 2014.
[Free English Translation]
CLOSING: There being no further matters to be resolved, the Meeting has been closed and these minutes have been prepared, which were read, approved, and signed by the present Board of Directors´ members and the Secretary. São Paulo, April 28, 2014. Mr. Celso Clemente Giacometti – Chairman of the Company´s Board of Directors; Mr. Jesús María Zabalza Lotina – Vice Chairman of the Board of Directors; Mr. Conrado Engel, Mr. José de Paiva Ferreira, Mr. José Antonio Alvarez Alvarez, Mr. José Manuel Tejon Borrajo and Mrs. Viviane Senna Lalli - Directors – Directors. Marco Antônio Martins de Araújo Filho – Secretary.
I certify that this is a true transcript of the minutes recorded in the Minutes of the Board of Directors Meetings Book of the Company.
_______________________________________
Marco Antônio Martins de Araújo Filho
Secretary
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Banco Santander (Brasil) S.A. | ||
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By: |
/S/ Amancio Acurcio Gouveia
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Amancio Acurcio Gouveia Officer Without Specific Designation |
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By: |
/S/ Carlos Alberto Lopéz Galán
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Carlos Alberto Lopéz Galán Vice - President Executive Officer |
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