Transcription

BANCO SANTANDER (BRASIL) S.A.Publicly-held Company with Authorized CapitalCNPJ/ME no. 90.400.888/0001-42NIRE 35.300.332.067BYLAWSTÍTULO ICORPORATE NAME, HEAD OFFICES, JURISDICTION, DOMICILE ANDCORPORATE PURPOSEArt. 1. BANCO SANTANDER (BRASIL) S.A. (the “Bank” or the “Company”),a private legal entity, is a joint stock company governed by these Bylaws and by thelegal and regulatory provisions that apply to it.Art. 2. The Company has its registered office, its chosen jurisdiction and itsdomicile in the city of São Paulo, in the state of São Paulo.Art. 3. The Company is established for an indefinite period of duration.Art. 4. The Company’s corporate purpose is the performance of lending andborrowing and accessory operations, inherent to the related authorized Portfolios(Commercial, Investment, Credit, Financing & Investment, Mortgage Loan andLease), as well as Foreign exchange and Securities Portfolio Management operations,besides any other operations permitted to both companies, as set forth in legal andregulatory provisions, it being permitted to hold interest in other entities, as a partneror shareholder.TITLE IISHARE CAPITAL AND SHARESArt. 5. The share capital is fifty five billion Brazilian reais(R 55,000,000,000.00), consisting of 7,498,531,051 (seven billion, four hundredand ninety-eight million, five hundred and thirty-one thousand, fifty-one) shares, ofwhich 3,818,695,031 (three billion, eight hundred and eighteen million, six hundredand ninety-five thousand, thirty-one) are common shares and 3,679,836,020 (threebillion, six hundred and seventy-nine million, eight hundred and thirty-six thousandand twenty) are preferred shares, all registered without par value.Paragraph 1. The Company is authorized to increase its share capital, byresolution of its Board of Directors, independently of any amendment to its Bylawsby up to a total limited to nine billion ninety million nine hundred and nine thousandand ninety (9,090,909,090) common or preferred shares, without maintaining anyspecified ratio between the shares of each type, subject always, in the case ofpreferred shares, to the maximum limit permitted by law.Paragraph 2. When share capital is increased, the shares may be totallysubscribed and paid up by an interested shareholder, in his own name and on behalfof the other shareholders, as their fiduciary agent, with the undertaking to transfer

to them, within the period of the preemptive rights, the shares to which he has aright in virtue of his preemptive rights in the subscription of the capital increase andany amounts left over.Paragraph 3. Provided that the authorized capital limit is not exceeded, theBoard of Directors may resolve to issue subscription warrants.Paragraph 4. Within the limit of authorized capital and under the planapproved by the General Meeting, the Bank can grant call options to management,employees or natural persons providing services to it, or to management, employeesor natural persons providing services to entities under its control, to the exclusion ofthe preemptive right of shareholders in connection with the granting and exercise ofcall options.Paragraph 5. Each common share entitles its holder to one vote at theGeneral Meetings.Paragraph 6. Preferred shares convey the following advantages on theirholders:I – dividends ten percent (10%) higher than those attributed to commonshares;II – priority in the distribution of dividends;III – participation, on equal terms with the common shares, in capitalincreases arising from the capitalization of reserves and income, as well as in thedistribution of bonus shares created by the capitalization of income in suspense,reserves or any other resources;IV – priority in the reimbursement of capital, free from premium, in the caseof the liquidation of the Company; andV – the right to be included in a public offering arising from the Transfer ofControl of the Company at the same price and on the same conditions as thoseoffered to the Controlling Shareholder Transferor, as defined in Title X of theseBylaws.Paragraph 7. Preferred shares do not entitle the holder to a vote, except inrespect of the following matters:(a) the transformation, amalgamation, merger or split of the Company;(b) the approval of agreements between the Company and the ControllingShareholder, directly or through third parties, and between the Company and othercompanies in which the Controlling Shareholder has an interest, provided that, inaccordance with legal or statutory provisions, they are subject to a resolution of theCompany in General Meeting; and(c) the value of assets intended to be used for paying up an increase in theCompany’s share capital.Paragraph 8. All shares are registered and held in deposit accounts in thename of their holders, by the Company itself, without certificates being issued; andthe cost of services for the transfer of ownership may be collected from theshareholder.Paragraph 9. A General Meeting may, at any time, decide to convert thepreferred shares into common shares, and set the conversion ratio.

Paragraph 10. The Company may acquire its own shares, subject to theauthorization of the Board of Directors, with the object of holding them in treasuryfor subsequent disposal or cancellation, subject to the legal and regulatory provisionsin force.Paragraph 11. The Company may, subject to notification to BM&FBOVESPAand the publication of an announcement, suspend share transfers and share splitsfor a maximum period of fifteen (15) consecutive days or ninety (90) non-consecutivedays during the year.Paragraph 12. New fully paid-up shares may receive dividends in full,irrespective of the date of subscription. It will be the responsibility of the GeneralMeeting or of the Board of Directors, as the case may be, to set out the paymentconditions for newly-subscribed shares, and for bonus shares issued, and they mayalso create incentives for the immediate paying-in of the corresponding amounts.Paragraph 13. The preemptive right can be excluded or the exercise periodcan be reduced, at the discretion of the Board of Directors, in connection with theissuances of shares and subscription warrants, whose placement is made through (i)sale on stock exchange or public subscription, or (ii) share exchange, in a publicoffering, by operation of law.TITLE IIISHAREHOLDERS’ MEETINGArt. 6. The General Meeting will ordinarily be held on or before April 30 ofeach year and, extraordinarily, whenever corporate interests so demand.Paragraph 1. A General Meeting shall be convened by the Board of Directorsor, in such cases as the law allows, by shareholders or by the Fiscal Council, by meansof a published announcement, with the first call being made at least fifteen (15) daysin advance and the second at least eight (8) days in advance. The General Meetingwhich shall consider the cancellation of the registration of a publicly company shallbe convened at least thirty (30) days in advance.Paragraph 2. A shareholder may be represented at a General Meeting by aattorney-in-fact authorized, in the manner prescribed by the current legislation, notmore than a year previously, and who must be a shareholder or manager of theCompany or a lawyer; and the prior deposit of the respective instrument of proxy atthe Company’s registered office may be required, within the period fixed in theannouncements convening the meeting.Paragraph 3. The General Meeting will fix, each year, the aggregate amountof the compensation of the managers, the Audit Committee and the Fiscal Council, ifone has been appointed.Paragraph 4. The General Meeting shall be called to order and chaired by theChairman of the Board of Directors, or by any member of the Executive Board, exceptOfficers without a specific designation, or by the representative of the ControllingShareholder, who shall invite one of those present to act as Secretary to the Meeting.

Paragraph 5. It is the responsibility of the General Meeting to decide all thosematters which are privy to it, in accordance with the current legislation. Theresolutions of the General Meeting shall be decided by an absolute majority of votes.TITLE IVMANAGEMENTArt. 7. The Company shall be managed by a Board of Directors and anExecutive Board.Art. 8. Only individual persons may be elected as members of themanagement bodies; the members of the Board of Directors may or may not beshareholders or residents in the country, and the members of the Executive Boardmay or may not be shareholders, but must be resident in the country.Art. 9. The managers shall be appointed to their positions throughinstruments of investiture registered in the books of Minutes of the Board of Directorsor of the Executive Board, as the case may be, irrespective of the provision of anysecurity, after their names have been approved by the Central Bank of Brazil andonce the applicable legal requirements have been complied with.Sole paragraph. The instrument of investiture shall be signed within thirty(30) days of the approval of the appointment by the competent governmentauthority, unless there is justification accepted by the management body to whichthe Director or Officer shall have been appointed, otherwise the appointment shall besubject to annulment.Art. 10. Directors and Officers are prohibited from taking part in theconsideration, approval or settlement of business or loans involving a company:I – of which they are partners or shareholders with more than five percent(5%) of the share capital; orII – to whose management they belong or shall have belonged up to six (6)months prior to their appointment to the position of manager of the Company.Art. 11. A maximum of up to one third of the members of the Board ofDirectors may be appointed to positions on the Executive Board.Sole Paragraph. The positions of Chairman of the Board of Directors andChief Executive Officer shall not be accumulated by the same person.Art. 12. Members of the Board of Directors appointed to positions on theExecutive Board are entitled to receive the corresponding remuneration for thepositions which they shall occupy.Art. 13. The mandates of the members of the Board of Directors and of theExecutive Board are single and concurrent. The period of management of each of themanagers shall continue until a substitute shall be appointed.CHAPTER ITHE BOARD OF DIRECTORS

Art. 14. The Board of Directors shall consist of at least five (5) members, witha maximum of twelve (12), elected at the General Meeting, with a single tenure oftwo (2) years, each year being calculated as the period between two (2) AnnualGeneral Meetings, with reelection being allowed.Paragraph 1. At the General Meeting which is held to consider the electionof the members of the Board of Directors, the shareholders shall first determine theeffective number of members of the Board of Directors to be elected.Paragraph 2. At least twenty percent (20%) of the members of the Board ofDirectors shall be Independent Directors, as defined in Paragraph 3 of this Article 14.If the observance of this percentage shall result in a fractional number of directors,rounding shall take place as follows: (i) rounding up to the next whole number aboveif the fraction is 0.5 (five tenths) or higher; or (ii) rounding down to the next wholenumber below if the fraction is less than 0.5 (five tenths).Paragraph 3. For the purposes of this article, the term "IndependentDirector" means the Director who: (i) has no relationship with the Company, otherthan interest in the share capital; (ii) is not a Controlling Shareholder (as defined inarticle 40 hereof), spouse or relative up to the second degree, is not or has not been,over the past three (3) years, related to the Company or an entity related to theControlling Shareholder (except for the persons related to public educational and/orresearch institutions); (iii) was not, over the past three (3) years, an employee orofficer of the Company, the Controlling Shareholder or an entity controlled by theCompany; (iv) is not a supplier/provider or buyer/taker, either direct or indirect, ofthe Company’s services and/or products, to an extent that implies loss ofindependence; (v) is not an employee or manager of a company or entity that issupplying or demanding services and/or products to the Company, to an extent thatimplies loss of independence; (vi) is not a spouse or relative up to the second degreeof any manager of the Company and (vii) does not receive any other compensationfrom the Company besides that payable as a director (earnings in cash arising frominterest in the share capital are excluded from said restriction). Independent Directoris also that person elected in a separate election by holders of voting sharesrepresenting no less than fifteen percent (15%) of total voting shares or holders ofshares without voting rights or with restricted vote representing ten percent (10%)of the share capital, as set forth in article 141, Paragraphs 4 and 5, of Law 6404/76.The qualification as Independent Director should be expressly set out in the minutesof the General Meeting that elected him/her.Paragraph 4. At the end of their tenure, members of the Board of Directorsshall continue to carry out their duties until new elected members take office.Paragraph 5. A member of the Board of Directors shall not have access toinformation or take part in meetings of the Board of Directors relating to mattersconcerning which the member has or represents interests conflicting with those ofthe Bank.Paragraph 6. The Board of Directors, for the better performance of itsfunctions, may set up committees or working groups with defined objectives, whichshall act as auxiliary bodies without decision powers, always with the purpose ofadvising the Board of Directors, comprised by members nominated by the Boardamong the members of the management and/or other persons directly or indirectlyconnected with the Bank.

Art. 15. The Board of Directors will have one (1) Chairman and one (1) ViceChairman, who will be elected by the majority of the votes of the members attendingthe General Meeting that appoints the members of the Board of Directors, subject tothe provisions set forth in Paragraph 3 in the events of vacancy or temporaryabsences or impediments in the positions of Chairman and Vice Chairman.Paragraph 1. The Chairman of the Board of Directors shall be replaced bythe Vice Chairman during temporary absences or impediments. During temporaryabsences or impediments of the Vice Chairman, the Chairman shall appoint asubstitute among the remaining members. In the event of temporary impedimentsor absences of the other members of the Board of Directors, each Director shallappoint a substitute among the other members.Paragraph 2. The replacements provided for in this Article which result in theaccumulation of positions will not imply the accumulation of fees or other advantages,nor the right to the substituted member’s vote.Paragraph 3. In case of vacancy of the position of Chairman of the Board ofDirectors, the Vice Chairman will assume his/her functions, remaining such postunaltered. In the event of vacancy in the position of Vice Chairman, the Chairmanwill nominate his/her successor among the remaining Directors. In case of vacancyof the position of Board of Directors’ member, and if necessary to compose theminimum number of members mentioned on caput of Article 14 of this Bylaws, theBoard of Directors shall nominate/appoint, ad referendum of the next GeneralMeeting to be held, his/her successor.Art. 16. The Board of Directors will normally meet four (4) times in each year,but meetings may be held more frequently if the Chairman of the Board of Directorsshall so desire.Paragraph 1. The call notices for the meetings will be made through a noticein writing delivered to each member of the Board of Directors within at least five (5)business days in advance, unless the majority of the members in exercise determinesa lower term, but not below forty eight (48) hours, as set forth in Paragraph 3 hereof.Paragraph 2. The notices shall indicate the place, date and time of themeeting, and shall include a summary of the agenda.Paragraph 3. The presence of all the members shall permit meetings of theBoard of Directors to be held without prior notice.Paragraph 4. The meetings of the Board of Directors should be held at theCompany’s head offices, or, if so decided by all Directors, in another place. Themembers of the Board of Directors can also meet by means of conference call orvideo conference or any other similar communication means, which will be conductedon real time, and be considered as one single act.Paragraph 5. The meetings of the Board of Directors will be valid if attendedby a minimum quorum of fifty percent (50%) of the elected members. If no quorumexists at the appointed time, the Chairman shall call a new meeting of the Board ofDirectors, giving at least two (2) business days’ notice, and the reconvened meetingmay be held without the need for a quorum. Matters not on the agenda for the original

meeting of the Board of Directors may not be considered at the reconvened meeting,unless all the members are present and expressly agree to the new agenda.Paragraph 6. The secretary of the meetings of the Board of Directors will beappointed by the chairman of the meeting and all resolutions will be included in theminutes drafted in a specific book, and those that affected third parties should bepublished.Paragraph 7. The resolutions of the Board of Directors will be made by themajority of votes among the attending members.Art. 17. In addition to the attributes accorded by law or by the Bylaws, theBoard of Directors will be responsible for the following:I. To comply with and to ensure compliance with these Bylaws and resolutionsof General Meeting;II. to set the general guidelines for the business and operations of theCompany;III. to appoint and dismiss Officers and to define their duties;IV. to set the compensation, the indirect benefits and the other incentives ofthe Officers, within the global management compensation limits approved in theGeneral Meeting;V. to monitor the management performance of the Officers; to examine theCompany’s books and documents at any time; to request information aboutagreements entered into or being negotiated and about any other acts;VI. to choose and to dismiss the independent auditors and to fix theircompensation, as well as to call on them to give the explanations that it may considernecessary about any matter;VII. to give an opinion on the Management Report, the accounts of theExecutive Board and the financial statements of the Bank and to approve theirpresentation to the General Meeting;VIII. to approve and to review the annual budget, the capital budget and thebusiness plan, and to formulate a capital budget proposal to be submitted to theGeneral Meeting for the purpose of profits retention;IX. to decide on the convening of General Meetings, when considerednecessary or under the terms of Article 132 of Law No. 6.404/76;X. to submit to the Annual General Meeting a proposal for the appropriationof the net income for the period, and to examine and consider the six-monthlybalance sheets, or balance sheets raised at shorter periods, and the payment ofdividends or interest on own capital arising from these balance sheets, as well as toconsider the payment of interim dividends out of accumulated profits or revenuereserves existing as of the last annual or six-monthly balance;XI. to submit proposals to the General Meeting for the increase or reductionof the share capital, reverse splits, bonus issues or splits of the Company's shares,and amendments to the Bylaws;XII. to present proposals to the General Meeting for the liquidation, merger,split or amalgamation of the Bank;XIII. approve the Bank’s capital increase, regardless of amendment to theBylaws, within the limits set forth in Paragraph 1 of article 5 hereof, by setting theprice, payment date and share issuance conditions, as well as the issuance of creditsecurities and convertible instruments within the limits set forth in Paragraph 1 ofarticle 5 hereof, it being also permitted to exclude the preemptive right or reduce theexercise periods in the issuance of shares, subscription warrants, credit securities

and other convertible instruments, whose placement is made through sale on stockexchange or public subscription or public offering, as set forth in the law;XIV. to consider the issue of subscription warrants, as provided in Paragraph3 of article 5 of these Bylaws;XV. to grant, after approval at the General Meeting, share purchase optionsto managers, employees or individuals who provide services to the Company or toits subsidiaries, without giving the shareholders preemptive rights, under the termsof plans approved by the General Meeting;XVI. to resolve on the negotiation with the Company’s shares for cancellationor to be held in treasury for subsequent disposal, subject to the pertinent legalprovisions;XVII. to fix the amount of profit sharing for officers and employees of theBank and of its subsidiaries, with the power to decide not to offer them a share;XVIII. to decide on the payment or credit of interest on the Company’s owncapital to shareholders, under the terms of the applicable legislation;XIX. authorize the acquisition or disposal of investments in equity interests inamounts above five percent (5%) of the net equity reported in the last balance sheetapproved at the Annual General Meeting, as well as authorize the establishment ofjoint ventures or consummation of strategic alliances with third parties;XX. to appoint or dismiss the Company’s Ombudsman;XXI. appoint and remove the members of the Audit Committee andCompensation Committee, fill in the vacancies due to death, resignation or removaland approve the body’s internal policies, subject to the provisions of Titles VI and VIIhereof;XXII. authorize the sale of assets and properties, the creation of liens andtendering of collaterals for third-party obligations, whenever exceeding five percent(5%) of the equity reported in the last balance sheet approved at the Annual GeneralMeeting;XXIII. in special cases to concede specific authorization for particulardocuments to be signed by a single Officer, with the case being minuted in theappropriate book, except in the situations described in these Bylaws;XXIV. approve the engagement of a share or unit bookkeeping institution;XXV. to approve policies for the disclosure of information to the market andtrading in the Bank’s own securities;XXVI. choose of specialized appraisal institutions or entities to prepare theappraisal report relating to the Bank’s shares, in case of cancellation of publiccompany registration, as set forth in Title X hereof;XXVII. to express a favorable or unfavorable opinion on any public offer ofacquisition of the shares issued by the Company, by means of an advance reasonedopinion, to be issued within up to fifteen (15) days of the publication of the offerdocument, which should address at least the following: (i) the suitability and thetiming of the public offer of acquisition of the shares in relation to the interests of theshareholders as a whole and in relation to the liquidity of the securities they hold; (ii)the repercussions of the public offer of acquisition of shares on the interests of theCompany; (iii) the strategic plans in relation to the Company disclosed by the offeror;(iv) other matters which the Board of Directors may consider pertinent as well as theinformation required under the applicable rules established by the SecuritiesCommission;XXVIII. to consider any other matter which may be submitted to it by theExecutive Board, and to convene members of this Board for joint meetings wheneverit shall deem appropriate;XXIX. to set up technical or consultative commissions and/or auxiliarycommittees, permanent or temporary, define their responsibilities and powers, other

than those granted to the Board of Directors itself in terms of Article 142 of Law No.6.404/76, and monitor their activities, in accordance with Article 14 Paragraph 6 ofthese Bylaws;XXX. resolve on, subject to these Bylaws and the prevailing laws, their agendaand adopt or enact regulatory standards for their operation;XXXI. to establish rules relating to the Units, as provided for in Title XIII ofthese Bylaws;XXXII. to supervise the planning, operation, control and review of thecompensation policy for the Company's managers, taking into account the proposalsof the Compensation Committee; andXXXIII. to ensure that the managers’ compensation policy is in accordancewith the regulations issued by the Central Bank of Brazil.Art. 18. The Chairman of the Board of Directors should:I. call and chair the meetings;II. call the General Meeting;III. instruct the preparation of the meetings of the Board of Directors;IV. designate special tasks to the Directors; andV. call, when the body is in operation, the Fiscal Council members to assistwith the meetings of the Board of Directors, whose agenda includes matters withrespect to which the Fiscal Council should issue an opinion.CHAPTER IIEXECUTIVE BOARDArt. 19. The Company is managed and represented by the Executive Board,which shall consist of at least two (2) members, with a maximum of seventy-five(75), who may or may not be shareholders, who are resident in Brazil, elected andsubject to dismissal at any time by the Board of Directors, with a single tenure of two(2) years, with the possibility of reelection. One (1) member of the Board must bedesignated as Chief Executive Officer (CEO), and the others may be designatedSenior Executive Vice-Presidents, Executive Vice-Presidents, Investor RelationsOfficer, Executive Officers and Officers without a specific designation.Paragraph 1. The members of the Executive Board shall be selected fromamong persons of unblemished reputation and recognized professional competence.Paragraph 2. The designation of the positions referred to above shall bemade at the time of their election.Paragraph 3. Without prejudice to the provisions of this Article, any Officermay use the designated title with an indication of the area of responsibility.Paragraph 4. When a new member of the Executive Board is elected, or asubstitute appointed in the event of a vacancy, the termination of the mandate shallcoincide with that of the other elected members.Paragraph 5. The post of Investor Relations Officer may be assumedcumulatively with another position on the Executive Board.

Art. 20. During temporary impediments, periods of leave or absences, theCEO and the other Officers shall be substituted by a member of the Executive Boardindicated by the CEO.Paragraph 1. If the office of CEO shall become vacant, owing to death,resignation or dismissal, the members of the Board of Directors may indicate asubstitute, from among the remaining members, or elect a new CEO.Paragraph 2. When substitutions in terms of this Article shall create anaccumulation of positions, they shall not result in an accumulation of fees or otheradvantages, nor give the right to the vote of the officer substituted; it shall bepermitted, however, that when one of the members of the Executive Board shall besubstituting the CEO, that member shall have a casting vote.Art. 21. The Executive Board shall meet whenever convened by the CEO orby the person designated by the CEO.Paragraph 1. The resolutions of the meetings of the Executive Board, exceptfor the events set forth in Paragraphs 3 and 4 of this article, will be made by themajority of votes among the attending members, subject to the provisions set forthin item V of article 27 below, the meetings being instated:I – with the presence of the Chief Executive Officer and any eight (8) membersof the Executive Board;II - with the presence of the two (2) Executive Vice Presidents, Seniors ornot, and any seven (7) members of the Executive Board; orIII - with the presence of one (1) Senior Executive Vice President or oneExecutive Vice President and any ten (10) members of the Executive Board, includingthe Officers without specific designation.Paragraph 2. Meetings of the Executive Board shall be attended by one (1)Secretary, nominated by the Chairman of the meetings, and all its deliberations shallbe drafted and registered in the appropriate book, by the members present, withthose that affect third parties being published.Paragraph 3. The commencement and deliberations of Meetings of theExecutive Board can occur with a different minimum quorum, in accordance withresponsibilities attributed by the CEO and with the criteria for deliberation set by theExecutive Board, in terms of item X of Article 22, and of item IV of Article 27, bothof these Bylaws.Article 22. The attributions and duties of the Executive Board are:I – to comply with and to ensure compliance with these Bylaws and theresolutions of General Meetings and of the Board of Directors;II – to appoint representatives and correspondents, in Brazil and overseas;III – within the general guidelines established by the Board of Directors, tocarry out the business and operations defined in Article 4 of these Bylaws, with theautonomy to schedule them in the best interests of the Company;IV – to propose the distribution of and to appropriate income, in accordancewith the provisions of Title IX;

V – authorize the acquisition or sale of investments in equity interests withthird parties, between three percent (3%) and five percent (5%) of the net equityreported in the last balance sheet approved at the Annual General Meeting;VI – to authorize the disposal of property, plant and equipment, theconstitution of encumbrances and the issue of guarantees for third party liabilities,when they fall between three percent (3%) and five percent (5%) of the net equityas shown in the latest balance sheet approved by the Annual General Meeting;VII – to submit the financial statements to the Board of Directors

Art. 4. The Company's corporate purpose is the performance of lending and borrowing and accessory operations, inherent to the related authorized Portfolios (Commercial, Investment, Credit, Financing & Investment, Mortgage Loan and . in force. Paragraph 11. The Company may, subject to notification to BM&FBOVESPA and the publication of an .