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 SEPTEMBER 25, 2014
DATE, TIME AND PLACE:
September 25, 2014, at 09:00 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. Celso Clemente Giacometti – Chairman of the Board of Directors; Mr. Jesús María Zabalza Lotina -Vice-Chairman of the Board of Directors; and Messrs. José Antonio Alvarez Alvarez; José Manuel Tejon Borrajo; and José de Paiva Ferreira; and the Independent Directors, Mr. Álvaro Antônio Cardoso de Souza, and the Mrs. Marília Artimonte Rocca and Viviane Senna Lalli. Also present as guests, the Vice-President Executive Officer and Investor Relations Officer, Mr. Angel Santodomingo Martell; and the Vice-President Executive Officer 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, Company´sOfficer, to act as the Secretary.
AGENDA:
(a) Re-ratify the resolutions taken in item(b) of the Minutes of the Meeting of the Board of Directors held on September 24, 2014, at 9:00 a.m. in order to contain the unit value of Interim Dividends per share and/or Unit and set the date from which the Company's shares will trade "Ex-Dividend".
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.
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[Free English Translation]
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) Re-ratified the resolutions taken in item(b) of the Minutes of the Meeting of the Board of Directors held on September 24, 2014, at 9:00 a.m. in order to contain the unit value of Interim Dividends per share and/or Unit and set the date from which the Company's shares will trade "Ex-Dividend". Accordingly, the Company ratifies the approval, pursuant to the article 17, item XVIII, of the Company’s Bylaws with respect to the proposal of the Board of Executive Officers, according to the meeting held on September 23, 2014 at 10:00 a.m., to declare,ad referendum of the General Annual Meeting to be held in 2015, pursuant to the article 37, item III of the Company’s Bylaws, the Company’s Interim Dividends, based on the profit reported on the balance sheet of August, 2014, in the amount oftwo hundred and twenty million Reais(R$ 220,000,000.00), equivalent to the gross value: R$ 0.027773794985 per ordinary share and R$ R$ 0.030551174481per preferred share, and R$ 0.058324969466per Unit. The shareholders entitled for the Interim Dividends hereby approved will be the ones registered in the Company’s books at the end of September 25, 2014, including. Therefore, as of September 26, 2014 (including), the Company’s shares shall be traded “Ex-Dividends”. The amount of Interim Dividens here approved shall be fully included in the mandatory dividend to be distributed by the Company referring to the fiscal year 2014, and both will be paid as of February 26, 2015, without any compensation of monetary restatement. Finally, the Directors authorized the Executive Board Office to provide the measures necessary to publish the “Notice to Shareholders”, to disclose to the market the action taken herein.
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, September 25, 2014. Mr. Celso Clemente Giacometti – Chairman of the Board of Directors; Mr. Jesús María Zabalza Lotina -Vice-Chairman of the Board of Directors; and Messrs. José Antonio Alvarez Alvarez; José Manuel Tejon Borrajo; and José de Paiva Ferreira; and the Independent Directors, Mr. Álvaro Antônio Cardoso de Souza, and the Mrs. Marília Artimonte Rocca and Viviane Senna Lalli.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
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Banco Santander (Brasil) S.A. | ||
| By: | /S/ Amancio Acurcio Gouveia | |
Amancio Acurcio Gouveia Officer Without Specific Designation | ||
| By: | /S/ Angel Santodomingo Martell | |
Angel Santodomingo Martell Vice - President Executive Officer | ||
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