REG - Banco Santander S.A. - Shareholders´ EGM - Results <Origin Href="QuoteRef">SAN.MC</Origin> - Part 3

Banco Santander, S.aAnnouncement

29/10/2014 11:50

- Part 3: For the preceding part double click  ID:nRSO6707Rb 

Offering, as
well as to decide that the Remuneration Adjustment may be carried out through
shares of Banco Santander that the Company holds in treasury. 
 
3.       To establish the conditions of the capital increase covered by this
resolution as to all matters not provided for by the shareholders at this
general meeting, including the determination of the share premium pursuant to
the procedure established for such purpose under Section 297.1.a) of the
Spanish Capital Corporations Law. 
 
4.       To amend sections 1 and 2 of Article 5 of Banco Santander's Bylaws
regarding share capital to conform it to the new amount of share capital and
number of resulting shares. 
 
5.       To take such actions as may be necessary or appropriate to implement
and formalise the capital increase before any public or private, Spanish or
foreign authorities or agencies, including actions for purposes of statement,
supplementation or correction of defects or omissions that might prevent or
hinder the full effectiveness of the preceding resolutions, as well as, if
necessary to comply with the requirements imposed by the regulatory
authorities in the countries in which the Offering is made, in case the new
shares issued in the increase cannot be delivered within the periods
established in accordance with the terms thereof, to acquire by swap or
purchase the Banco Santander shares issued pursuant to this capital increase,
delivering in exchange the Santander Brasil Shares contributed to Banco
Santander in such capital increase. 
 
6.       To carry out all formalities that may be necessary for the shares
issued on occasion of the capital increase to be registered in the book-entry
registry of Iberclear and admitted to listing on the domestic and foreign
Stock Exchanges on which the shares of the Bank are listed at any time, in
accordance with the applicable procedures established at each of such Stock
Exchanges. 
 
SECOND A 
 
Extension of various cycles of the Deferred and Conditional Variable
Remuneration Plan to certain employees and officers of Grupo Santander that
perform or have performed their duties at Banco Santander (Brasil) S.A. and
other companies of its consolidated subgroup and resulting modification of the
corresponding resolutions of the shareholders at the general shareholders'
meetings of the Bank held on 17 June 2011, 30 March 2012, 22 March 2013 and 28
March 2014. 
 
To approve the extension to certain employees and officers of Grupo Santander
that perform or have performed their duties at Banco Santander (Brasil) S.A.
("Santander Brasil") and other companies of its consolidated subgroup of the
application of the successive cycles of the Deferred and Conditional Variable
Remuneration Plan in effect on the date hereof, inasmuch as it is a
remuneration system that includes the delivery of shares of Banco Santander,
S.A. (the "Bank" or the "Company") or of rights thereto, in order to permit
the delivery of shares of the Bank represented by Brazilian Depositary
Receipts ("BDRs") to said employees and officers. 
 
This extension entails the modifications set forth below of resolutions (i)
Ten C of the ordinary general shareholders' meeting of 17 June 2011, (ii)
Eleven A of the ordinary general shareholders' meeting of 30 March 2012, (iii)
Thirteen A of the ordinary general shareholders' meeting of 22 March 2013, and
(iv) Thirteen A of the ordinary general shareholders' meeting of 28 March
2014, which approved the first, second, third and fourth cycles of the
Deferred and Conditional Variable Remuneration Plan, respectively.  The
modification refers to the employees and officers who, in each case, perform
or performed their duties at Santander Brasil and other companies of its
consolidated subgroup within the categories whose professional activities
significantly affect the risk profile according to legal provisions in effect
at any particular time (the "Identified Group of Santander Brasil"), as well
as those other employees and officers of Grupo Santander that perform or have
performed their duties at Santander Brasil or any of its subsidiaries who, due
to their level of remuneration, were put on an equal level thereto by
Santander Brasil (the "Equalised Personnel"). 
 
The terms and conditions of the Cycles modified as provided below shall remain
unchanged as approved by the shareholders at the respective ordinary general
shareholders' meeting of the Bank, and shall also apply to the members of the
Identified Group of Santander Brasil and to the Equalised Personnel.  However,
it is resolved that the board of directors may make the adjustments necessary
with respect to the Identified Group of Santander Brasil and the Equalised
Personnel to take into account the particularities of Santander Brasil,
including the following: 
 
-        on occasion of each delivery of BDRs, and therefore subject to the
same requirements, the members of the Identified Group of Santander Brasil and
the Equalised Personnel shall be paid an amount in BDRs equal to the dividends
paid for the deferred amount in BDRs of the variable remuneration, from the
date on which the non-deferred portion thereof is paid until the date of
payment of the corresponding BDRs; 
 
-        the reference price for the calculation of the shares corresponding
to the members of the Identified Group of Santander Brasil and to the
Equalised Personnel by application of the corresponding Cycle was or shall be
the average weighted daily volume of the average weighted listing prices of a
unit of Santander Brasil (hereinafter, "Unit") or, for the fourth cycle
corresponding to 2014, a BDR for the last fifteen trading sessions of the
month of January of the applicable year in each case. 
 
This resolution and the modifications herein contained shall only take effect
upon consummation of the public offering for the acquisition of all of the
securities representing the share capital of Santander Brasil not owned by
Grupo Santander (the "Offering"), which will take place with the
implementation of at least the first of the capital increases referred to in
Item One of the agenda. 
 
I.       Extension of resolution Ten C of the ordinary general shareholders'
meeting of 17 June 2011, regarding the first cycle of the Deferred and
Conditional Variable Remuneration Plan. 
 
To modify the resolution adopted by the shareholders at the ordinary general
shareholders' meeting of the Bank on 17 June 2011 under item Ten C of the
agenda regarding the first cycle of the Deferred and Conditional Variable
Remuneration Plan (the "First Cycle"), in order to include the members of the
Identified Group of Santander Brasil and the Equalised Personnel as
beneficiaries of said cycle.  To thus expand the maximum number of shares of
the Bank to be delivered to the beneficiaries of said cycle. 
 
The number of members of the Identified Group of Santander Brasil and
Equalised Personnel to which the First Cycle extends is 48. 
 
The maximum number of shares of the Bank that may be delivered under the First
Cycle is increased by an amount of 291,000 shares.  This number of shares
corresponds to the number of Units for which part of the variable remuneration
of the members of the Identified Group of Santander Brasil and Equalised
Personnel corresponding to financial year 2011 is deferred, as determined by
the board of directors of Santander Brasil.  Said number of Units was
determined taking into account the listing price of the Unit corresponding to
the average weighted daily volume of the average weighted listing prices of a
Unit for the last fifteen trading sessions of January 2012.  The number of
shares of the Bank that corresponds to the number of said Units has been
determined taking into account the exchange ratio of 0.70 shares of the Bank
for each Unit to which the Offering has been directed.  The maximum number of
said shares also includes those necessary to pay to the members of the
Identified Group of Santander Brasil and to the Equalised Personnel in shares
an amount equal to the dividends paid for the Units (initially) and for the
shares of the Bank (after this resolution) that may be received on occasion of
the payment of the portion of 2011 remuneration that is deferred, as provided
in the regulation of the deferral of the 2011 variable remuneration of
Santander Brasil.  The Units and the shares corresponding to said dividends
were calculated taking into account a listing price of 16.14 Brazilian reais
for Santander Brasil and 23.057 Brazilian reais for the Bank. 
 
II.      Extension of resolution Eleven A of the ordinary general
shareholders' meeting of 30 March 2012, regarding the second cycle of the
Deferred and Conditional Variable Remuneration Plan. 
 
To modify the resolution adopted by the shareholders at the ordinary general
shareholders' meeting of the Bank on 30 March 2012 under item Eleven A of the
agenda regarding the second cycle of the Deferred and Conditional Variable
Remuneration Plan (the "Second Cycle"), in order to include the members of the
Identified Group of Santander Brasil and the Equalised Personnel as
beneficiaries of said cycle.  To thus expand the maximum number of shares of
the Bank to be delivered to the beneficiaries of said cycle. 
 
The number of members of the Identified Group of Santander Brasil and
Equalised Personnel to which the Second Cycle extends is 49. 
 
The maximum number of shares of the Bank that may be delivered under the
Second Cycle is increased by an amount of 646,000 shares.  This number of
shares corresponds to the number of Units for which part of the variable
remuneration of the members of the Identified Group of Santander Brasil and
Equalised Personnel corresponding to financial year 2012 is deferred, as
determined by the board of directors of Santander Brasil.  Said number of
Units was determined taking into account the listing price of the Unit
corresponding to the average weighted daily volume of the average weighted
listing prices of a Unit for the last fifteen trading sessions of January
2013.  The number of shares of the Bank that corresponds to the number of said
Units has been determined taking into account the exchange ratio of 0.70
shares of the Bank for each Unit to which the Offering has been directed.  The
maximum number of said shares also includes those necessary to pay to the
members of the Identified Group of Santander Brasil and to the Equalised
Personnel in shares an amount equal to the dividends paid for the Units
(initially) and for the shares of the Bank (after this resolution) that may be
received on occasion of the payment of the portion of 2012 remuneration that
is deferred, as provided in the regulation of the deferral of the 2012
variable remuneration of Santander Brasil.  The Units and the shares
corresponding to said dividends were calculated taking into account a listing
price of 15.16 Brazilian reais for Santander Brasil and 21.66 Brazilian reais
for the Bank. 
 
III.     Extension of resolution Thirteen A of the ordinary general
shareholders' meeting of 22 March 2013, regarding the third cycle of the
Deferred and Conditional Variable Remuneration Plan. 
 
To modify the resolution adopted by the shareholders at the ordinary general
shareholders' meeting of the Bank on 22 March 2013 under item Thirteen A of
the agenda regarding the third cycle of the Deferred and Conditional Variable
Remuneration Plan (the "Third Cycle"), in order to include the members of the
Identified Group of Santander Brasil and the Equalised Personnel as
beneficiaries of said cycle.  To thus expand the maximum number of shares of
the Bank to be delivered to the beneficiaries of said cycle. 
 
The number of members of the Identified Group of Santander Brasil and
Equalised Personnel to which the Third Cycle extends is 51. 
 
The maximum number of shares of the Bank that may be delivered under the Third
Cycle is increased by an amount of 1,154,000 shares.  This number of shares
corresponds to the number of Units for which part of the variable remuneration
of the members of the Identified Group of Santander Brasil and Equalised
Personnel corresponding to financial year 2013 is deferred, as determined by
the board of directors of Santander Brasil.  Said number of Units was
determined taking into account the listing price of the Unit corresponding to
the average weighted daily volume of the average weighted listing prices of a
Unit for the last fifteen trading sessions of January 2014.  The number of
shares of the Bank that corresponds to the number of said Units has been
determined taking into account the exchange ratio of 0.70 shares of the Bank
for each Unit to which the Offering has been directed.  The maximum number of
said shares also includes those necessary to pay to the members of the
Identified Group of Santander Brasil and to the Equalised Personnel in shares
an amount equal to the dividends paid for the Units (initially) and for the
shares of the Bank (after this resolution) that may be received on occasion of
the payment of the portion of 2013 remuneration that is deferred, as provided
in the regulation of the deferral of the 2013 variable remuneration of
Santander Brasil.  The Units and the shares corresponding to said dividends
were calculated taking into account a listing price of 12.1757 Brazilian reais
for Santander Brasil and 17.3938 Brazilian reais for the Bank. 
 
IV.     Extension of resolution Thirteen A of the ordinary general
shareholders' meeting of 28 March 2014, regarding the fourth cycle of the
Deferred and Conditional Variable Remuneration Plan. 
 
To modify the resolution adopted by the shareholders at the ordinary general
shareholders' meeting of the Bank on 28 March 2014 under item Thirteen A of
the agenda regarding the fourth cycle of the Deferred and Conditional Variable
Remuneration Plan (the "Fourth Cycle"), in order to include the members of the
Identified Group of Santander Brasil as beneficiaries of said cycle.  To thus
expand the maximum number of shares of the Bank to be delivered to the
beneficiaries of said cycle. 
 
The number of members of the Identified Group of Santander Brasil to which the
Fourth Cycle extends is approximately 212. 
 
The maximum number of shares of the Bank that may be delivered under the
Fourth Cycle is increased by the maximum number of shares of the Bank to be
delivered to the members of the Identified Group of Santander Brasil with
respect to which it may apply with regard to their 2014 variable remuneration
(the "Santander Brasil Bonus Shares Limit" or "SBBSL"). This additional amount
shall be determined by applying the following formula, after deducting
applicable taxes (or withholding): 
 
where (i) MABDSSB or "Maximum Amount of Bonus Distributable in Shares for
Santander Brasil" is the maximum amount of variable remuneration or bonus (the
"Bonus") to deliver in shares to the members of the Identified Group of
Santander Brasil to which the Fourth Cycle may apply, which, according to the
estimate made by the board of directors, is 220,000,000 Brazilian reais, and
(ii) 2015 Listing Price is the average weighted daily volume of the average
weighted listing prices of a BDR for the last fifteen trading sessions of
January 2015. 
 
V.      Authorisation 
 
Without prejudice to the general provisions set forth in item Three, in
resolutions Ten C of the ordinary general shareholders' meeting of 17 June
2011, Eleven A of the ordinary general shareholders' meeting of 30 March 2012,
Thirteen A of the ordinary general shareholders' meeting of 22 March 2013 and
Thirteen A of the ordinary general shareholders' meeting of 28 March 2014 or
in preceding sections, and without prejudice to the powers of the board of
directors in remuneration matters under the Bylaws and the Rules and
Regulations of the Board, the board of directors of the Bank is hereby
authorised, to the extent required, to implement this resolution, with the
power to elaborate, as necessary, on the rules set forth herein and on the
content of the agreements and other modifications thereto and other documents
to be used, as well as to coordinate the implementation thereof with the
relevant decision-making bodies of Santander Brasil. Specifically, and merely
by way of example, the board of directors shall have the following powers: 
 
(i)      To approve the content of the agreements and of such other
supplementary documentation as may be necessary or appropriate. 
 
(ii)      To approve all such notices and supplementary documentation as may
be necessary or appropriate to file with any government agency or private
entity, including, if required, the respective prospectuses. 
 
(iii)     To take any action, carry out any procedure or make any statement
before any public or private entity or agency to secure any required
authorisation or verification. 
 
(iv)     To determine the specific number of shares -for that portion that may
remain in effect- corresponding to each of the beneficiaries of the First,
Second, Third and Fourth Cycle covered by this resolution and resolutions Ten
C of the ordinary general shareholders' meeting of 17 June 2011, Eleven A of
the ordinary general shareholders' meeting of 30 March 2012, Thirteen A of the
ordinary general shareholders' meeting of 22 March 2013, and Thirteen A of the
ordinary general shareholders' meeting of 28 March 2014. 
 
(v)     To determine the assignment of the beneficiaries of each one of the
successive cycles of the Deferred and Conditional Variable Remuneration Plan
to the groups participating therein, to set, without altering the maximum
amount of the Bonus to be delivered in shares (including the maximum amount of
the Bonus to be delivered to the members of the Identified Group of Santander
Brasil and any Equalised Personnel), the specific number of beneficiaries of
the plan; to establish the market interest rate to be applied to the deferred
portion to be paid in cash; to apply the measures and mechanisms that may be
appropriate to compensate for the dilution effect, if any, that may occur as a
result of corporate transactions, and in the event that the maximum amount
distributable in shares to be delivered is exceeded with respect to any of the
groups to which the successive cycles of the plan are directed, to authorise
the deferral and payment of the excess in cash, all with respect to the
portion of each one of said successive cycles of the plan that may remain in
effect. 
 
(vi)     To interpret the foregoing resolutions, with powers to adapt them,
without affecting their basic content, to any new circumstances that may
arise, including, in particular, adapting the delivery mechanisms, without
altering the maximum number of shares linked to the successive cycles of the
Deferred and Conditional Variable Remuneration Plan (including those
corresponding to the members of the Identified Group of Santander Brasil and
to any Equalised Personnel to which it applies) or the basic conditions upon
which the delivery thereof is made contingent, which may include the
substitution of the delivery of shares with the delivery of equivalent amounts
in cash. In addition, the board may adapt said cycles of the plan to any
mandatory regulations or administrative interpretation that may prevent the
implementation thereof on the approved terms. 
 
(vii)    To further develop and specify the conditions upon which the receipt
by the beneficiaries of the respective shares or deferred amounts is
contingent, as well as to determine whether, according to the cycles of the
Deferred and Conditional Variable Remuneration Plan to which this resolution
refers, the conditions upon which the receipt by the beneficiaries of the
respective shares is made contingent have been fulfilled, with the power to
modulate the cash amounts and the number of shares to be delivered depending
on the existing circumstances, all following a proposal of the appointments
and remuneration committee. 
 
(viii)   To adapt, with the approval of the board of directors of Santander
Brasil, the other terms of the first, second, third and fourth cycles of the
Deferred and Conditional Variable Remuneration Plan to apply to the members of
the Identified Group of Santander Brasil and to any Equalised Personnel. 
 
(ix)     In general, to take any actions and execute all such documents as may
be necessary or appropriate. 
 
All of the foregoing is without prejudice to the acts of the decision-making
bodies of Santander Brasil or of other companies of its consolidated subgroup,
whether already performed or hereafter performed in the exercise of the powers
thereof within the framework established by this resolution. 
 
The board of directors may delegate to the executive committee all the powers
conferred in this resolution Two A. 
 
SECOND B 
 
Extension of the first cycle of the Performance Shares Plan to certain
employees and officers of Grupo Santander that perform or have performed their
duties at Banco Santander (Brasil) S.A. and other companies of its
consolidated subgroup and resulting modification of the corresponding
resolution of the shareholders at the general shareholders' meeting of the
Bank held on 28 March 2014. 
 
I.       Purpose, beneficiaries and maximum number of shares to be delivered 
 
To approve, inasmuch as it is a remuneration system that includes the delivery
of shares of the Bank or rights thereto, the extension to the members of the
Identified Group of Santander Brasil (the "Santander Brasil LTI
Beneficiaries") of resolution Thirteen B of the ordinary general shareholders'
meeting of the Bank of 28 March 2014, approving the application to the
Identified Group and, if applicable, to other officers designated by the
Company's board of directors of the first cycle of the Performance Shares Plan
in relation to the long-term incentive (hereinafter, the "LTI") approved by
the board of directors or applicable decision-making body for financial year
2014.  This extension entails the following modifications of said resolution: 
 
i)        The number of Santander Brasil LTI Beneficiaries is approximately
212. 
 
ii)       Taking into account that the calculation by the board of directors
of the maximum LTI amount that might correspond to the Santander Brasil LTI
Beneficiaries is the amount in euros that equals 36,400,000 reais, calculated
at the corresponding exchange rate on the date that the board of directors
approves the Bonus for the executive directors of the Bank for financial year
2014 (the "Santander Brasil Maximum LTI"), the maximum number of shares of the
Bank that can be delivered to the Santander Brasil LTI Beneficiaries under
this plan (the "Santander Brasil LTI Shares Limit") will be determined by the
following formula: 
 
In view of the foregoing, the maximum LTI amount that may be received by all
of the beneficiaries of this long-term incentive (including the Santander
Brasil LTI Beneficiaries) will be the amount resulting from adding to 51
million euros (the amount approved by the shareholders at the ordinary general
shareholders' meeting of 28 March 2014) the Santander Brasil Maximum LTI (the
"New Overall Maximum LTI") and the new maximum number of shares that can be
delivered to said total number of beneficiaries under this first cycle of the
LTI (the "New LTI Shares Limit") will be determined by application of the
following formula: 
 
In both the formula for calculating the Santander Brasil LTI Shares Limit as
well as that for calculating the New LTI Shares Limit, "2015 Listing Price"
will be the average weighted daily volume of the average weighted listing
prices of Santander shares for the fifteen trading sessions prior to the date
on which the board of directors approves the Bonus for the Bank's executive
directors for financial year 2014. 
 
The other terms and conditions of the first cycle of the LTI shall remain
unchanged as approved by the shareholders at the ordinary general
shareholders' meeting of the Bank on 28 March 2014 under item Thirteen B of
the agenda. 
 
II.      Authorisation 
 
Without prejudice to the general provisions set forth in item Three, in
resolution Ten B of the ordinary general shareholders' meeting of 28 March
2014 or in preceding sections, and without prejudice to the powers of the
board of directors in remuneration matters under the Bylaws and the Rules and
Regulations of the Board, the board of directors of the Bank is hereby
authorised, to the extent required, to implement this resolution, with the
power to elaborate, as necessary, on the rules set forth herein and on the
content of the agreements and other documents to be used, as well as to
coordinate the implementation thereof with the relevant decision-making bodies
of Santander Brasil. Specifically, and merely by way of example, the board of
directors shall have the following powers: 
 
i)        To approve the content of the agreements and of such other
supplementary documentation as may be necessary or appropriate. 
 
ii)       To approve all such notices and supplementary documentation as may
be necessary or appropriate to file with any government agency or private
entity, including, if required, the respective prospectuses. 
 
iii)      To take any action, carry out any procedure or make any statement
before any public or private entity or agency to secure any required
authorisation or verification. 
 
iv)      To determine the specific number of shares to which each of the
beneficiaries of the plan is entitled, observing in each case the established
maximum limits. 
 
v)       To establish, without altering the New LTI Shares Limit, the specific
number of beneficiaries of the plan and to apply the measures and mechanisms
that may be appropriate to compensate for the dilution effect, if any, that
may occur as a result of corporate transactions. 
 
vi)      To approve the engagement of an internationally recognised third
party to verify the achievement of the total shareholder return (TSR) targets
for purposes of the LTI and to provide advice on issues that may arise upon
the implementation of the plan. Specifically, and merely by way of example, it
may ask such third party: to obtain, from appropriate sources, the data upon
which the calculation of TSR is to be based; to perform such calculation; to
compare the Bank's TSR with that at the institutions within the reference
group; and to provide advice on the decision as to how to act in the event of
unforeseen alterations in the reference group list that may require
adjustments to the rules for comparison among them. 
 
vii)     To interpret the foregoing resolutions, with powers to adapt them,
without affecting their basic content, to any new circumstances that may
arise, including, in particular, adapting the delivery mechanisms, without
altering the maximum number of shares linked to the plan or the basic
conditions upon which the delivery thereof is made contingent in a direction
not authorised by this resolution; such adaptation may include the
substitution of the delivery of shares with the delivery of equivalent amounts
in cash. In addition, the board may adapt the plan to any mandatory
regulations or administrative interpretation that may prevent the
implementation thereof on the approved terms. 
 
viii)    To further develop and specify the conditions upon which the receipt
by the beneficiaries of the respective shares or amounts is contingent, as
well as to determine whether, according to the plan to which this resolution
refers, the conditions upon which the receipt by the beneficiaries of the
attributable shares is made contingent have been fulfilled with respect to the
relevant period, with the power to modulate the number of shares to be
delivered depending on the existing circumstances, all following a proposal of
the appointments and remuneration committee. 
 
ix)      In general, to take any actions and execute all such documents as may
be necessary or appropriate. 
 
All of the foregoing is without prejudice to the acts of the decision-making
bodies of Santander Brasil or of other companies of its consolidated subgroup,
whether already performed or hereafter performed in the exercise of the powers
thereof within the framework established by this resolution. 
 
The board of directors may delegate to the executive committee all the powers
conferred in this resolution Two B. 
 
SECOND C 
 
Plan for employees and officers of Grupo Santander that perform or have
performed their duties at Banco Santander (Brasil) S.A. and other companies of
its consolidated subgroup by means of the delivery of shares of the Bank
linked to performance 
 
I.       Purpose and operation of the Plan 
 
To approve, to the extent it entails the delivery of shares of the Company,
that the settlement of the performance share plan of Santander Brasil Plan
intended for employees and officers of Grupo Santander that perform or have
performed their duties at Banco Santander and other companies of its
consolidated subgroup called "Performance Share Plan 2013 - Investimento em
Units do Banco Santander Brasil" (the "Plan") be made by means of shares of
the Bank represented by BDRs. Described below are the principal terms and
conditions of the Plan, as approved by the board of directors of Santander
Brasil, which are otherwise unchanged: 
 
This is a Plan directed towards approximately 241 employees and officers of
Grupo Santander that perform or have performed their duties at Santander
Brasil and companies of its consolidated subgroup (the "Beneficiaries"). 
According to the terms thereof, subject to their continuity with the Group,
the Beneficiaries shll receive a number of BDRs equal to the product of
multiplying the maximum number of said securities that they could acquire
under the Plan (the "Maximum Number of BDRs") by a percentage.  The Maximum
Number of BDRs corresponds to the maximum number of Units to receive under the
Plan, which was determined by the board of directors of Santander Brasil at
2,172,857 Units, while the percentage is linked to meeting certain objectives.
 Taking into account the exchange ratio of 0.70 shares of the Bank for each
Unit to which the Offering has been directed, the Maximum Number of BDRs, and
therefore the maximum number of shares of the Bank that can be delivered to
the Beneficiaries under the Plan, is 1,521,000 shares. 
 
The objectives to be met determining the percentage to apply to the Maximum
Number of BDRs, and therefore the BDRs to be delivered to the Beneficiaries,
are linked to the Total Shareholder Return (the "TSR") of Santander Brasil for
comparison to a reference group made up of credit institutions and the actual
Return on Risk Weighted Assets of Santander Brasil (the "RoRWA") compared to
the projections thereof, in both cases between financial years 2013 and 2015
(both inclusive) (the "Reference Years"), all upon the terms developed by the
board of directors of Santander Brasil. 
 
In particular, the percentage to apply to the Maximum Number of BDRs will be
that resulting from the application of the scale of percentages and subsequent
adjustment set forth below: 
 
a)       Scale of percentages 
 
 Position on TSR ranking between 2013 and 2015 (both inclusive)  Percentage  
 1st (first)                                                     100%        
 2nd (second)                                                    75%         
 3rd (third)                                                     50%         
 4th (fourth)                                                    0%          
 
 
b)      Adjustment due to Overall Reduction Factor 
 
A reduction factor, expressed in percentage terms, linked to the overall RoRWA
of the Reference Years (the "Overall Reduction Factor") shall in turn be
applied to the percentage resulting from the table above.  Said Overall
Reduction Factor corresponds to the sum of the value of the reduction factor
during each of said financial years (during each year, the "Annual Reduction
Factor"), which shall be equal to the percentage resulting from the following
formula for each one of the Reference Years: 
 
RFn= |0.5 x Yn - 50%| 
 
where, 
 
"Yn" is the percentage of the RoRWA for year "n" (i.e. the percentage that the
actual value of the Return on Risk Weighted Assets of Santander Brasil during
a particular year represents of its projected value for that same year); and 
 
RFn for the year in question shall be equal to (a) 0%, provided that the
percentage of the RoRWA is equal to or greater than 100%; and (b) the amount
resulting from the formula above, provided that the percentage of RoRWA is
less than 100% and greater than 50%; and (c) 25%, provided that the percentage
of the RoRWA is equal to or less than 50%. 
 
The Plan covers the years 2013, 2014 and 2015, and the delivery of BDRs, if
any, shall occur during financial year 2016 on the date determined by the
board of directors, or by the executive committee of the Bank by delegation
therefrom, which in any case may not be later than 31 July of said financial
year. 
 
II.      Authorisation 
 
Without prejudice to the general provisions set forth in item Three or in
preceding sections, and without prejudice to the powers of the board of
directors in remuneration matters under the Bylaws and the Rules and
Regulations of the Board, the board of directors of the Bank is hereby
authorised, to the extent required, to implement this resolution, with the
power to elaborate, as necessary, on the rules set forth herein and to
coordinate the implementation thereof with the relevant decision-making bodies
of Santander Brasil. Specifically, and merely by way of example, the board of
directors shall have the following powers: 
 
(i)      To approve or ratify the content of the agreements and of such other
supplementary documentation as may be necessary or appropriate, including the
rules and regulations of the Plan. 
 
(ii)      To approve all such notices and supplementary documentation as may
be necessary or appropriate to file with any government agency or private
entity, including, if required, the respective prospectuses. 
 
(iii)     To take any action, carry out any procedure or make any statement
before any public or private entity or agency to secure any required
authorisation or verification. 
 
(iv)     To determine the specific number of BDRs to which each of the
Beneficiaries of the Plan is entitled, observing in each case the established
maximum limits. 
 
(v)     To modify, without altering the Maximum Number of BDRs, the specific
number of Beneficiaries of the Plan as well as the number of BDRs to deliver
to each beneficiary, the TSR valuation scale to substitute the TSR of
Santander Brasil for that of Banco Santander (determining the corresponding
reference group for such purpose), if applicable and in view of the liquidity
of the Unit after consummation of the Offering, and to set the measures and
mechanisms that may be appropriate to compensate for the dilution effect, if
any, that may occur as a result of corporate transactions. 
 
(vi)     To approve the engagement of an internationally recognised third
party for the possible substitution of the TSR scale of Santander Brasil for
that of Banco Santander and to verify the achievement of the TSR and RoRWA
targets and to provide advice on issues that may arise upon the implementation
of the Plan. Specifically, and merely by way of example, it may ask such third
party: to obtain, from appropriate sources, the data upon which the
calculation of TSR and the RoRWA is to be based; to perform such calculation;
to compare the TSR between Santander Brasil (or, if applicable, Banco
Santander) and the corresponding institutions within the reference group; and
to provide advice on the decision as to how to act in the event of unforeseen
alterations in the list of said reference group that may require adjustments
to the rules for comparison among them. 
 
(vii)    To interpret the foregoing resolutions, with powers to adapt them,
without affecting their basic content, to any new circumstances that may
arise, including, in particular, adapting the delivery mechanisms, without
altering the Maximum Number of BDRs linked to the Plan or the basic conditions
upon which the delivery thereof is made contingent in a direction not
authorised by this resolution; such adaptation may include the substitution of
the delivery of BDRs with the delivery of equivalent amounts in cash. In
addition, the board may adapt the plan to any mandatory regulations or
administrative interpretation that may prevent the implementation thereof on
the approved terms. 
 
(viii)   To further develop and specify the conditions upon which the receipt
by the Beneficiaries of the respective BDRs or amounts is contingent, as well
as to determine whether, according to the Plan to which this resolution
refers, the conditions upon which the receipt by the beneficiaries of the
attributable BDRs is made contingent have been fulfilled with respect to the
relevant period, with the power to modulate the number of BDRs to be delivered
depending on the existing circumstances, all following a proposal of the
appointments and remuneration committee. 
 
(ix)     In general, to take any actions and execute all such documents as may
be necessary or appropriate. 
 
All of the foregoing is without prejudice to the acts of the decision-making
bodies of Santander Brasil or of other companies of its consolidated subgroup,
whether already performed or hereafter performed in the exercise of the powers
thereof within the framework established by this resolution for the
implementation of the Plan and the determination, development and
specification of the rules and regulations thereof. 
 
The board of directors may delegate to the executive committee all the powers
conferred in this resolution Two C. 
 
SECOND D 
 
Plans for employees and officers of Grupo Santander that perform or have
performed their duties at Banco Santander (Brasil) S.A. and other companies of
its consolidated subgroup by means of options on shares of the Bank and linked
to performance. 
 
I.       Purpose and operation of the Options Plans 
 
To approve, to the extent it entails the delivery of shares of the Company,
that the settlement of the options plans of Santander Brasil Plan intended for
employees and officers of Grupo Santander that perform or have performed their
duties at Banco Santander and other companies of its consolidated subgroup
called "Stock Option Plan - Investimento em Units (SOP 2011)" and "Stock
Option Plan - Investimento em Units (SOP 2013)" (the "Options Plans") be made
by means of shares of the Bank represented by BDRs. Described below are the
principal terms and conditions of the Options Plans, as approved by the board
of directors of Santander Brasil, which are otherwise unchanged: 
 
Pursuant to the Options Plans, the beneficiaries thereof were allocated a
maximum number of options on shares of Santander Brasil that could be
exercised based on the level of compliance with certain objectives of
Santander Brasil (the "Potential Options") and that upon the exercise thereof
give the right to acquire a certain number of Units (which will become a
number of BDRs after this resolution).  The number of Potential Options shall
be multiplied by a parameter previously established by the board of directors
of Santander Brasil and linked to compliance with certain objectives of
Santander Brasil.  This will determine the final number of shares that, if
exercised at the previously-established exercise price, will give the right to
acquire the corresponding number of BDRs (the "Final Options"). 
 
The beneficiary may exercise their Final Options at any time during a
particular period (such time of exercise, the "Exercise Date"), and may not
sell a number equivalent to 40% of the BDRs acquired for a period of 4 years
from said date.  This percentage shall be 50% in the case of the CEO (Diretor
Presidente).  Said restriction shall be lifted by thirds during the second,
third and fourth anniversary of the Exercise Date. 
 
The principal terms and conditions of each of the Options Plans are described
below: 
 
i)        Stock Option Plan - Investimento em Units (SOP 2011) 
 
The number of employees and officers of Grupo Santander that perform or have
performed their duties at Santander Brasil and other companies of its
consolidated subgroup that are beneficiaries of this plan is approximately
182. 
 
Taking into account the exchange ratio of 0.70 shares of the Bank for each
Unit to which the Offering has been directed and the number of Potential
Options allocated in accordance with this plan, the maximum number of BDRs to
deliver to the beneficiaries thereof in case of exercise was 4,566,667. 
 
The parameter by which the number of Potential Options had to be multiplied in
order to obtain the number of Final Options depended on the Total Shareholder
Return (the "TSR") of Santander Brasil, for comparison with a reference group
made up of credit institutions, between 30 September 2011 and 31 December 2013
and the actual performance in 2012 and 2013 of the Return on Risk Adjusted
Capital of Santander Brasil compared to its projected performance (the
"RORAC"), pursuant to the following percentage scales: 
 
 TSR ranking between 30/09/2011 and 31/12/2013  Percentage  
 1st (first)                                    100%        
 2nd (second)                                   75%         
 3rd (third)                                    50%         
 4th (fourth)                                   25%         
 
 
A reduction factor, expressed in percentage terms, linked to the RORAC of the
set of years in which this plan applies (i.e. 2012 and 2013) (the "Overall
Reduction Factor") was in turn applied to the percentage resulting from the
table above.  Said Overall Reduction Factor corresponded to the sum of the
value of the reduction factor during each of said financial years (during each
year, the "Annual Reduction Factor"), which was equal to the percentage
resulting from the following table: 
 
 RORAC percentage  Annual Reduction Factor  
 > = 100%          0%                       
 95% - 100%        2%                       
 < 95%             5%                       
 
 
Applying these scales, the number of Final Options covered by this plan was
determined to be 15% of the number of Potential Options, which corresponds to
a maximum number of 685,000 BDRs to be delivered in case of exercise. 
 
The exercise price of the Final Options in relation to this plan is 12.7234
Brazilian reais per option for each Unit, which corresponds to 18.1762
Brazilian reais per each BDR. As a result of this resolution, each option on a
Unit shall be exchanged for 0.70 options on a BDR. 
 
The period for the exercise of the plan is from 30 June 2014 until 30 June
2016. 
 
ii)       Stock Option Plan - Investimento em Units (SOP 2013) 
 
The number of employees and officers of Grupo Santander that perform or have
performed their duties at Santander Brasil and other companies of its
consolidated subgroup that are beneficiaries of this plan is approximately
47. 
 
Taking into account the exchange ratio of 0.70 shares of the Bank for each
Unit to which the Offering has been directed and the number of Potential
Options allocated in accordance with this plan, the maximum number of BDRs to
deliver to the beneficiaries thereof in case of exercise is 3,251,000. 
 
The parameter by which the number of Potential Options shall be multiplied in
order to obtain the number of Final Options will depend on the TSR of
Santander Brasil between 2013 and 2015 and the actual performance from 2013 to
2015 (both inclusive) (the "Reference Years") of the Return on Risk Weighted
Assets of Santander Brasil (the "RoRWA") compared to its projected
performance. Specifically, said parameter will be that resulting from the
application of the scale of percentages and subsequent adjustment set forth
below: 
 
a)       Scale of percentages 
 
 Position on TSR ranking between 2013 and 2015 (both inclusive)  Percentage  
 1st (first)                                                     100%        
 2nd (second)                                                    75%         
 3rd (third)                                                     50%         
 4th (fourth)                                                    0%          
 
 
b)      Adjustment due to Overall Reduction Factor 
 
A reduction factor, expressed in percentage terms, linked to the overall RoRWA
of the Reference Years (the "Overall Reduction Factor") shall in turn be
applied to the percentage resulting from the table above.  Said Overall
Reduction Factor corresponds to the sum of the value of the reduction factor
during each of said financial years (during each year, the "Annual Reduction
Factor"), which shall be equal to the percentage resulting from the following
formula for each one of the Reference Years: 
 
RFn= |0.5 x Yn - 50%| 
 
where, 
 
"Yn" is the percentage of the RoRWA for year "n" (i.e. the percentage that the
actual value of the Return on Risk Weighted Assets of Santander Brasil during
a particular year represents of its projected value for that same year); and 
 
RFn for the year in question shall be equal to (a) 0%, provided that the
percentage of the RoRWA is equal to or greater than 100%; and (b) the amount
resulting from the formula above, provided that the percentage of RoRWA is
less than 100% and greater than 50%; and (c) 25%, provided that the percentage
of the RoRWA is equal to or less than 50%. 
 
The exercise price of the Final Options in relation to this plan is 12.8423
Brazilian reais per option for each Unit, which corresponds to 18.3461
Brazilian reais per each BDR. As a result of this resolution, each option on a
Unit shall be exchanged for 0.70 options on a BDR. 
 
The period for the exercise of the plan is from 30 June 2016 until 30 June
2018. 
 
II.      Authorisation 
 
Without prejudice to the general provisions set forth in item Three or in
preceding sections, and without prejudice to the powers of the board of
directors in remuneration matters under the Bylaws and the Rules and
Regulations of the Board, the board of directors of the Bank is hereby
authorised, to the extent required, to implement this resolution, with the
power to elaborate, as necessary, on the rules set forth herein and to
coordinate the implementation thereof with the relevant decision-making bodies
of Santander Brasil. Specifically, and merely by way of example, the board of
directors shall have the following powers: 
 
(i)      To approve or ratify the content of the agreements and of such other
supplementary documentation as may be necessary or appropriate, including the
rules and regulations of the Options Plans. 
 
(ii)      To approve all such notices and supplementary documentation as may
be necessary or appropriate to file with any government agency or private
entity, including, if required, the respective prospectuses. 
 
(iii)     To take any action, carry out any procedure or make any statement
before any public or private entity or agency to secure any required
authorisation or verification. 
 
(iv)     To determine the specific number of BDRs to which each of the
Beneficiaries of the Options Plans is entitled, observing in each case the
established maximum limits. 
 
(v)     To modify, without altering the maximum number of BDRs to be delivered
in case of exercise, the specific number of beneficiaries of the Options Plans
as well as the number of BDRs to deliver to each beneficiary, the TSR
valuation scale to substitute the TSR of Santander Brasil for that of Banco
Santander (determining the corresponding reference group for such purpose), if
applicable and in view of the liquidity of the Unit after consummation of the
Offering, and to set the measures and mechanisms that may be appropriate to
compensate for the dilution effect, if any, that may occur as a result of
corporate transactions. 
 
(vi)     To approve the engagement of an internationally recognised third
party for the possible substitution of the TSR scale of Santander Brasil for
that of Banco Santander and to verify the achievement of the TSR and RoRWA
targets and to provide advice on issues that may arise upon the implementation
of the Options Plans. Specifically, and merely by way of example, it may ask
such third party: to obtain, from appropriate sources, the data upon which the
calculation of TSR and the RoRWA is to be based; to perform such calculation;
to compare the TSR between Santander Brasil (or, if applicable, Banco
Santander) and the corresponding institutions within the reference group; and
to provide advice on the decision as to how to act in the event of unforeseen
alterations in the list of said reference group that may require adjustments
to the rules for comparison among them. 
 
(vii)    To interpret the foregoing resolutions, with powers to adapt them,
without affecting their basic content, to any new circumstances that may
arise, including, in particular, adapting the delivery mechanisms, without
altering the maximum number of BDRs linked to the exercise of the Options
Plans or the basic conditions upon which the delivery thereof is made
contingent in a direction not authorised by this resolution; such adaptation
may include the substitution of the delivery of BDRs with the delivery of
equivalent amounts in cash. In addition, the board may adapt the plan to any
mandatory regulations or administrative interpretation that may prevent the
implementation thereof on the approved terms. 
 
(viii)   To further develop and specify the conditions upon which the receipt
by the beneficiaries of the respective BDRs or amounts is contingent, as well
as to determine whether, according to the Options Plans to which this
resolution refers, the conditions upon which the receipt by the beneficiaries
of the attributable BDRs is made contingent have been fulfilled with respect
to the relevant period, with the power to modulate the number of BDRs to be
delivered depending on the existing circumstances, all following a proposal of
the appointments and remuneration committee. 
 
(ix)     In general, to take any actions and execute all such documents as may
be necessary or appropriate. 
 
All of the foregoing is without prejudice to the acts of the decision-making
bodies of Santander Brasil or of other companies of its consolidated subgroup,
whether already performed or hereafter performed in the exercise of the powers
thereof within the framework established by this resolution for the
implementation of the Options Plans and the determination, development and
specification of the rules and regulations thereof. 
 
The board of directors may delegate to the executive committee all the powers
conferred in this resolution Two D. 
 
THIRD 
 
Without prejudice to the delegations of powers contained in the preceding
resolutions, it is hereby resolved: 
 
A)      To authorise the board of directors to interpret, remedy, supplement,
carry out and further develop the preceding resolutions, including the
adaptation thereof to verbal or written evaluations of the Commercial Registry
or of any other authorities, officials or institutions which are competent to
do so, as well as to comply with any requirements that may legally need to be
satisfied for the effectiveness thereof, and in particular, to delegate to the
executive committee all or any of the powers received from the shareholders at
this general shareholders' meeting by virtue of the preceding resolutions as
well as this resolution Three. 
 
B)      To authorise Mr Emilio Botín-Sanz de Sautuola y García de los Ríos, Mr
José Javier Marín Romano, Mr Matías Rodríguez Inciarte and Mr Ignacio Benjumea
Cabeza de Vaca so that any of them, acting severally, and without prejudice to
any other existing power of attorney whereby authority is granted to record
the corporate resolutions in a public instrument, may appear before a Notary
Public and execute, on behalf of the Bank, any public instruments that may be
required or appropriate in connection with the resolutions adopted by the
shareholders at this general shareholders' meeting." 
 
I HEREBY CERTIFY that pursuant to the resolution of the board of directors to
require the presence of a Notary, the aforementioned extraordinary
shareholders' meeting was attended by Mr Juan de Dios Valenzuela García, a
member of the official association of Notaries of Cantabria, who drew up the
minutes thereof. Such notary's certificate is considered to be the minutes of
the general meeting. 
 
And to leave record, I sign this certification with the approval of Mr Matías
Rodríguez Inciarte, Second Vice Chairman, in Santander on 15 September 2014. 
 
Reviewed 
 
Second Vice Chairman 
 
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