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-Held Company with Authorized Capital
Corporate Taxpayer ID (“CNPJ/MF”) No. 90.400.888/0001-42
Company Registration Number (“NIRE”) 35.300.332.067
Minutes of the Board of Directors Meeting held on September 9, 2015.
On September 9, 2015, at 11 a.m., at the headquarters of Banco Santander (Brasil) S.A. (“Company” or “Santander”) and through videoconference, meets the Board of Directors, with the attendance of all of its members, to take resolutions on the following Agenda:
(I) To approve the substitution of the depositary institution of the Company’s American Depositary Receipts (“ADRs”), giving continuity to the resolution taken on July 3, 2015 by the Board of Directors; and(II)To approve the Board of Executive Officers’ authorization to take all measures and to practice any and all necessary acts in order to formalize the resolution taken in item “(I)” above.
In relation to item(I) the totality of the Directors present at the Meeting approved the substitution of JPMorgan Chase Bank, N.A., current ADRs’ depositary institution, for The Bank of New York Mellon, which will be the new responsible for the deposit of the ADRs, as soon as all the required formalities have been concluded. In relation to item(II) the Directors approved the Board of Executive Officers’ authorization to take all measures and to practice any and all necessary acts in order to formalize the resolution taken in item “(I)” above, including to enter into and sign all related agreements, as well as any other document deemed necessary to formalize or regulate such substitution before any person, entity or body, private or public, in Brazil or abroad, andfurther including to appoint attorneys with powers to practice the above referred acts.
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 the present Board of Directors members and the Secretary.
São Paulo, September 9, 2015.
Signatures: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; Messrs. Álvaro Antônio Cardoso de Souza and Celso Clemente Giacometti and Mrs. Marília Artimonte Rocca and Viviane Senna Lalli – Independent 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
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 |