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
MATERIAL FACT
BANCO SANTANDER BRASILinforms that, on this date, the Company’s Board of Directors approved, in continuation of the buyback program that expired on August 24, 2014, the buyback program of Units or ADRs of the Company, by the Company or by the Company´s agency in Cayman, to be held in treasury or subsequently sold.
The Buyback Program will cover the acquisitionup to 44,253,662 Units, representing 44,253,662 common shares and 44,253,662 preferred shares, or the ADRs by the Company or by the Company´s agency in Cayman, which, on October 31, 2014, corresponded to approximately 1.16% of the Company’s share capital. On October 31, 2014, the Company held 403,565,369 common shares and 431,369,785 preferred shares being traded.
The Buyback has the scope to (1) maximize the value generation to the shareholders by means of an efficient management of thecapital structure; and (2) obtain the payment of the Officers, employees on the managerial level and others Company’s employees, as well as the Companies under its control according to the Long Term Incentive Plan.
The Units must be acquired at BM&FBovespa, under market price, through Santander Corretora de Câmbio e Valores Mobiliários S.A.
The ADRs must be acquired at the New York Stock Exchange (NYSE), under market price, through Santander Investment Securities Inc., U.S.
The term of the Buyback Program is365 days counted from November 3rd, 2014, and it will expire on November 3rd, 2015.
São Paulo, November 3rd, 2014.
Angel Santodomingo Martell
Diretor de Relações com Investidores
Banco Santander (Brasil) S.A.
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 | ||