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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BANCO SANTANDER (BRASIL) S.A.
Public 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 November 3rd, 2015
On November 3rd, 2015, at 10 a.m., at Banco Santander (Brasil) S.A. (“Company” or “Santander”) headquarters and by videoconference, the Board of Directors have met, with the attendance of all of its members, to take resolutions on the following Agenda:
To approve the new buyback program of Units or American Depositary Receipts (“ADRs”) issued by the Company (“Buyback Program”), pursuant to CVM Normative Instruction No. 567 of September 17th, 2015 (“CVM Instruction 567”).
The matter was discussed, and all the Directors approved the new buyback program of (i) Units, each representing one (1) common share and one (1) preferred share issued by the Company, or (ii) ADRs, by the Company or by its branch in Cayman, to be held in treasury or subsequently sold, according to Schedule I. The Buyback Program shall respect the following conditions:
(i) Scope and purpose of the Buyback Program: The buyback has the purpose (1) to maximize the value creation to shareholders by means of an efficient capital structure management; and (2) to enable the payment of officers, directors, management level employees and other employees of the Company and companies under its control, in accordance with the National Monetary Council Resolution No. 3921, of November 25th, 2010, pursuant to the Long Term Incentive Plans;
(ii) Amount to be purchased: up to 39,391,314 Units, representing 39,391,314 common shares and 39,391,314 preferred shares, or ADRs, corresponding, on October 30th, 2015, to approximately 1.04% of the Company´s total capital stock, to be purchased by the Company or by its branch in Cayman, being that the effective buyback of the total number of shares just established shall observe, at the moment of each acquisition, the limit set forth on Article 8 of CVM Instruction 567;
(iii) Term for the purchase: twelve (12) months counted from November 4th, 2015, so that the current program shall start on November 4th, 2015, expiring on November 4th, 2016;
(iv) Amount of outstanding shares/Units (free float): the Company held, on September 30th, 2015, 393,913,149 outstanding common shares and 421,717,564 outstanding preferred shares;
(v) Available funds: according to the latest financial information of the Company regarding the 1st semester of 2015, and already considering the distribution of dividends approved by the Board of Directors’ meeting held on September 9th, 2015, the Company has available funds in the amount of R$ 2.06 billion in its capital reserve and revenues reserve accounts (excluding the legal reserve). The effective buyback shall depend of the existence of available funds at the moment of each acquisition, pursuant to Article 7 of CVM Instruction 567;
(vi) Amount of shares held in treasury: the Company held, on September 30th, 2015, 34,155,527 common shares and 34,155,527 preferred shares in treasury; and
(vii) Authorized brokers: in Brazil: Santander Corretora de Câmbio e Valores Mobiliários S.A., enrolled with the CNPJ/MF under No. 51.014.223/0001-49, with headquarters at Av. Presidente Juscelino Kubistchek, No. 2041 and 2235 – Part, 24th floor, Vila Olímpia, in the City and State of São Paulo. In USA: Santander Investment Securities Inc., U.S. registered broker-dealer incorporated under the laws of the State of Delaware, with headquarters at 45 east 53rd street, New York, NY, 10022.
It was registered that the Directors authorized the Board of Executive Officers to take all measures deemed necessary in order to implement the Buyback Program.
There being no further matters to be resolved, the Meeting was finalized, and these minutes have been prepared, which were read, approved, and signed by all the attendees.
São Paulo, November 3rd, 2015.
Signatures: Sergio Agapito Lires Rial – Chairman; Jesús María Zabalza Lotina – Vice-Chairman; Álvaro Antônio Cardoso de Souza, Celso Clemente Giacometti, Conrado Engel, José Antonio Alvarez Alvarez, José de Paiva Ferreira, José Maria Nus Badía, Marília Artimonte Rocca and Viviane Senna Lalli – Directors.
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.
Daniel Pareto
Secretary
Annex I
Trading of Company´s Own Shares
Banco Santander (Brasil) S.A. (the "Company" or "Santander"), pursuant to the provisions of Article 30, item XXXVI, of CVM Instruction No. 480, of December 7th, 2009, as amended, hereby informs its shareholders and the market that the Board of Directors approved on November 3rd, 2015, a Buyback Program to purchase shares issued by the Company, as follows:
1. Justify in detail the purpose and expected economic effects of the operation.
The buyback program aims (1) to maximize the value creation to shareholders by means of an efficient capital structure management; and (2) to enable the payment of officers, directors, management level employees and other employees of the Company and companies under its control, in accordance with the Long Term Incentive Plans.
2. Inform the number of (i) outstanding shares and (ii) shares already held in treasury.
On September 30, 2015, Banco Santander had (i) 393,913,149 outstanding common shares and 421,717,564 outstanding preferred shares; and (ii) 34,155,527 common shares and 34,155,527 preferred shares in treasury.
3. Inform the number of shares that may be purchased or sold.
The buyback program shall cover the purchase of up to 39,391,314 Units, representing 39,391,314 common shares and 39,391,314 preferred shares, or ADRs, corresponding, on October 30, 2015, to approximately 1.04% of the total Company's capital stock, to be purchased by the Company or by its Cayman branch, being that the effective repurchase of the total number of shares shall observe, at the time of each acquisition, the limit set forth on Article 8 of CVM Instruction No. 567/15.
4. Describe the main characteristics of the derivative instruments that the company may use, if any.
There will be no use of derivatives as part of the Buyback Program.
5. Describe, if any, eventually existing agreements or voting instructions between the company and the counterparty of the operations.
The shares’ purchase will take place by means of operations on the stock exchange and therefore there is no existing agreements or voting instructions between the Company and the counterparties of the operations.
6. In case of transactions carried out off the organized securities markets, inform:
a. the maximum price (minimum) by which the shares will be purchased (sold); and
b. if applicable, the reasons that justify operations at prices more than 10% (ten percent) higher, in case of purchase, or more than 10% (ten percent) lower, in case of sale, than the average market price, weighted by volume, within ten (10) prior trading days.
All operations shall be carried out on organized markets. The Units shall be purchased on the BM&FBovespa, through Santander Corretora de Câmbio e Valores Mobiliários S.A., and ADRs shall be purchased on the New York Stock Exchange (NYSE) through Santander Investment Securities Inc., U.S.
7. Inform, if applicable, the impacts that the trading shall have on the composition of the shareholding control or the administrative structure of the company.
The operations under the buyback program will not affect the shareholding or management structures of the Company.
8. Identify counterparties, if known, and, in case of related party of the company, as defined by accounting rules that govern such matter, provide the information required by Article 8 of CVM Instruction No. 481, of December 17th, 2009.
The operations will be carried out on the BM&FBovespa, by Santander Corretora de Câmbio e Valores Mobiliários S.A., and ADRs shall be purchased on the New York Stock Exchange (NYSE), by Santander Investment Securities Inc., U.S., so it is not possible, at this moment, to identity the counterparties of the operations that will be in the scope of the Buyback Program. Both the BM&FBovespa and the New York Stock Exchange (NYSE) act as central counterparty in transactions by their respective clearinghouses.
9. Indicate the allocation of the proceeds of sale, if applicable.
There is no specific provision for the allocation of proceeds in the event of sale of shares purchased through the buyback program.
10. Inform the deadline for the settlement of the authorized operations.
The settlement period is three (3) days after the conclusion of each operation.
11. Identify the institutions that shall act as intermediaries, if any.
The Units shall be purchased on the BM&FBovespa, by market prices, through Santander Corretora de Câmbio e Valores Mobiliários S.A.
The ADRs shall be purchased on the New York Stock Exchange (NYSE), by market prices, through Santander Investment Securities Inc., U.S.
12. Specify the available funds to be used, according to Article 7, first paragraph, of CVM Instruction No. 567, of September 17th, 2015.
According to the latest financial information of the Company, respect to the 1st semester of 2015, and already considering the distribution of dividends approved in the Board of Directors’ meeting held on September 9th, 2015, the Company has available funds in the amount of R$ 2.06 billion in the capital reserve and revenues reserve accounts (excluding the legal reserve). The effective buyback shall depend on the existence of available funds at the moment of each acquisition, as provided in Article 7 of CVM Instruction 567.
13. Specify the reasons why members of the board of directors are comfortable that the repurchase of shares shall not affect the compliance of obligations assumed towards creditors or the payment of mandatory fixed or minimum dividends.
The sum of the financial value of this buyback program is not material in relation to the Company's cash position, in order to affect its capacity to comply with obligations towards creditors or payment of minimum mandatory dividends.
São Paulo, November 3rd, 2015.
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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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