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.
Publicly-Held Company with Authorized Capital
CNPJ/MF No. 90.400.888/0001-42
NIRE 35.300.332.067
ORDINARY AND EXTRAORDINARY GENERAL MEETING
CALL NOTICE
The shareholders of Banco Santander (Brasil) S.A. (“Company”), as set forth in Article 124 of Law 6,404/76, are hereby called to attend the Ordinary and Extraordinary General Meeting (“OGM” and “EGM”) to be held on April 30, 2014, at 3:00 p.m., at the auditorium in the Company’s head office, located in the City of São Paulo, State of São Paulo, at Avenida Presidente Juscelino Kubitschek, nº 2.235, 1º mezanino, Vila Olímpia, to resolve on the following Agenda:
ORDINARY SHAREHOLDERS MEETING:
(a) To TAKE the management accounts, examining, discussing and voting the Company’s Financial Statements related to the fiscal year ended on December 31, 2013, together with the Management Report, the balance sheet, other parts of the financial statements, external auditors’ opinion and the Audit Committee Report;
(b) To DECIDE on the destination of the net profit of the fiscal year of 2013 and the distribution of dividends;
(c) To ELECT a new member of the Company’s Board of Directors;
(d) To CONFIRM the new composition of the Company’s Board of Directors;
(e) To FIX the annual overall consideration of the Company´s management and members of Audit Committee.
EXTRAORDINARY SHAREHOLDERS MEETING:
(a) To DECIDE on the amendment of the term of payment of dividends and interest on capital related specifically to the year of 2013, to not more than one hundred and eighty (180) days counted from its declaration by the Company’s Board of Directors and in any circumstances within this fiscal year, according to the Board of Directors´ proposal in the meeting held on March 26, 2014; and
(b)To DECIDE on themodification of the first paragraph in article 5 of the Company’s Bylaws, in order to state the limit of the authorized capital shares, due to theBonus share andshare reverse split (inplit) proceedings, which were approved on the Extraordinary Shareholders Meeting held on March 18, 2014; and
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[Free English Translation]
(c) In view of the resolutions in the preceding items, to APPROVE the consolidation of the Company’s Bylaws.
General Instructions:
1. The shareholders or their legal representatives should attend the EGM bringing the relevant identity documents. In the event of representation of a shareholder by way of a proxy, shareholders should deliver at the Company’s head office, no less than seventy-two (72) hours before the EGM, a power of attorney granted as set forth in the law; and
2. Further information on the proposals to be analyzed at the EGM can be found in the Guide for Attendance at General Meetings available to shareholders (i) at the Company’s head office atAvenida Presidente Juscelino Kubitschek, nº 2.041 e nº 2.235, Bloco A, Vila Olímpia, São Paulo - SP, 9º andar – Corporate Legal Department, for consultation on business days, from 10:00 a.m. to 4:00 p.m., and also in their websites (www.santander.com.br/ir – in Corporate Governance >> Minutes of Meetings and www.santander.com.br/acionistas – in Governança Corporativa [Corporate Governance] > Administração [Management] > Atas de Reuniões e Assembleias); (ii) at the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários), atRua Sete de Setembro, nº 111, 5º andar, Centro de Consultas, Rio de Janeiro – RJ, or atRua Cincinato Braga, nº 340, 2º a 4º andares, Ed. Delta Plaza, São Paulo – SP, and its website (www.cvm.gov.br); and (iii) at BM&F Bovespa S.A. - Bolsa de Valores, Mercadorias e Futuros, at Rua XV de Novembro, No. 275, São Paulo - SP and its website (www.bmfbovespa.com.br).
São Paulo, March 28, 2014
Celso Clemente Giacometti
Chairman of the Board of Directors
Banco Santander (Brasil) S.A. | ||
| By: | /S/ Amancio Acurcio Gouveia | |
Amancio Acurcio Gouveia Officer Without Specific Designation | ||
| By: | /S/ Carlos Alberto Lopéz Galán | |
Carlos Alberto Lopéz Galán Vice - President Executive Officer | ||