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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
DATE, TIME, AND PLACE:
July 29th, 2015, at 15:00 a.m., at the main place of business of Banco Santander (Brasil) S.A. (“Company” or “Santander”).
ATTENDANCE:
The majority of the Company´s Board of Directors members, as follows: Mr. Sergio Agapito Lires Rial – Chairman of the Board of Directors; Mr. Jesús María Zabalza Lotina – Vice Chairman of the Board of Directors; Messrs. Conrado Engel, José de Paiva Ferreira and José Antonio Alvarez Alvarez, by videoconference – Directors; Mrs. Álvaro Antônio Cardoso de Souza and Celso Clemente Giacometti and Mrs. Marília Artimonte Rocca – Independent Directors. Also attended the meeting, as a guest, Messrs. José Maria Nus Badía, Angel Santodomingo Martell – Vice-President Executive Officer, Reginaldo Antonio Ribeiro, Officer without specific designation and Fabio Coelho Neto, Executive Superintendent of the Company´s Finance department.
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. Sergio Agapito Lires Rial, who invited Mrs. Mara Regina Lima Alves Garcia to act as the Secretary.
AGENDA:
(a) To approve the Company´s Financial Statements, related to the half of the fiscal year ended on June 30, 2015, by standard BRGAAP and by standard IFRS (International Financial Reporting Standards), as well as the documents that composes it, which means, the independent auditor´s opinion, and the Report of the Audit Committee; and (b) To approve the Tax Credit Realization Technical Study, related to the half of the fiscal year ended on June 30, 2015.
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 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, resolved to:
(a) Approved, pursuant to article 17, item VII, of the Company’s Bylaws the Company´s Financial Statements, the Company’s Financial Statements by standard BRGAAP, related to the half of the fiscal year ended on June 30, 2015, and the documents that composes it, which are: the Management Report, the balance sheet, the statements of profit and loss, the changes of the net equity and the added value and the disclosures, which were elaborated according to the Brazilian accounting practices, as well as the Brazilian Law of Corporations (Law #6,404), the standards of the National Monetary Council, the Brazilian Central Bank, pursuant document template provided in the Accounting National Financial System Institutions (“COSIF”), and other applicable regulation and laws, and also the Company’s Financial Statements by standard IFRS (International Financial Reporting Standards), related to the half of the fiscal year ended on June 30, 2015, and the documents that composes it, which are: the Management Report, the balance sheet, the statements of profit and loss, the changes of the net equity and the added value and the disclosures, which were elaborated according to the international accounting regulation provided by the International Accounting Standards Board (IASB), according to the proposal made by the Executive Officers on the meeting held on July 29, 2015, at 8:00 a.m.. The Financial Statements and the documents that composes it, were subject to limited revision of the Independent Auditors and of the Audit Committee, as the reports of the independent auditors and of the Audit Committee presented to the Directors. Finally, the Board of the Directors authorized the Executive Officers to take any necessary measure as to release the Company´s Financial Statements approved herein, including the Independent Audit’s opinion and the resume of the Report of the Audit Committee, on the journals “Diário Oficial do Estado de São Paulo” and “Valor Econômico”, and upon remittance to the Comissão de Valores Mobiliários - CVM, to BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias & Futuros and to the Securities and Exchange Commission – SEC; e
It is registered that Mr. Fabio Coelho Neto, Executive Superintendent of the Company´s Finance department, were on the meeting, in order to account for the item (a) of the Agenda.
(b) Approved the Tax Credit Realization Technical Study, for the purposes of item I, Art. 2, Circular # 3171, of December 30, 2002, of the Central Bank of Brazil, everything as proposed and approved by the Board of Executive Officers, according to the meeting held on July 29, 2015, at 8:00 a.m.
It is registered that Mr. Reginaldo Antonio Ribeiro, Officers without specific designation, were on the meeting, in order to account for the item (b) of the Agenda.
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, July 29, 2015. Mr. Sergio Agapito Lires Rial – Chairman of the Board of Directors; Mr. Jesús María Zabalza Lotina – Vice Chairman of the Board of Directors; Messrs. Conrado Engel, José de Paiva Ferreira and José Antonio Alvarez Alvarez – Directors; Mrs. Álvaro Antônio Cardoso de Souza and Celso Clemente Giacometti and Mrs. Marília Artimonte Rocca – Independent Directors. Mara Regina Lima Alves Garcia – 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.
_______________________________________
Mara Regina Lima Alves Garcia
Secretary
Banco Santander (Brasil) S.A. | ||
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 |