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 of Authorized Capital
Corporate Taxpayer ID (“CNPJ/MF”) nº 90.400.888/0001-42
Company Registration (“NIRE”) 35.300.332.067
MINUTES OF THE BOARD OF DIRECTORS´ MEETING
HELD ON DECEMBER 17TH, 2014
DATE, TIME AND PLACE:
December 17TH, 2014, at 10:15 a.m., at the main place of business of Banco Santander (Brasil) S.A. (“Company” or “Santander”).
ATTENDANCE:
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; Members of the Board of Directors: Mr. José de Paiva Ferreira and, through videoconference, Mr. José Manuel Tejon Borrajo; and the Independent Directors: Mr. Álvaro Antônio Cardoso de Souza, Mrs. Marília Artimonte Rocca and Mrs. Viviane Senna Lalli. Also attended the Meeting, as guests, the Company’s Vice Chief Executive Officer and Investors Relations Officer, Mr. Angel Santodomingo Martell; and the Vice Chief Executive Office Mr. Carlos Alberto López Galán.
SUMMON:
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 Mrs. Mara Regina Lima Alves Garcia, Officer of the Company, to act as Secretary.
AGENDA:
(a) To know the financial statements and results of the Company of November, 2014 and the estimated results for December, 2014; and (b) To approve the amendment to the Disclosure of Relevant Act and Fact Policy, according to Normative Instruction CVM No. 547/2014.
RESOLUTIONS TAKEN:
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 items of the Agenda, after examination and discussion of such matters, and pursuant to the documents presented to Directors, which will be filled at the Company´s headquarter, the Company´s Board of Directors, by majority of votes and without restrictions:
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[Free English Translation]
(a) Knew the financial statement and results of the Company of November, 2014 and the estimated results for December, 2014;
It is recorded that the Company’s Vice Chief Executive Officer, Mr. Carlos Alberto López Galán, attended the meeting to provide clarification on item (a) of the Agenda.
(b) Approved the amendment to the Disclosure of Relevant Act and Fact Policy, which is part of this documents as Appendix I, regardless of its transcription, in order to set, in accordance to item II of the fourth paragraph of Normative Instruction CVM No. 547/2014, that the disclosure of the Company’s relevant act or fact shall be released on a news’ website, by means of publishing the documents on the exclusive section dedicated to disclosure of relevant facts on the Investors Relations’ page of Valor Econômico website (Chanel Valor RI - http://www.valor.com.br/valor-ri/fatos-relevantes). Therefore, up from this date, the Company shall not publish its relevant act or fact on major newspaper.
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, December 17th, 2014.
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.
Mara Regina Lima Alves Garcia
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/ Angel Santodomingo Martell
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Angel Santodomingo Martell Vice - President Executive Officer |
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