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
Taxpayer ID (“CNPJ/MF”) # 90.400.888/0001-42
Company Registry Number (“NIRE”) # 35.300.332.067
EXTRAORDINARY SHAREHOLDERS’ MEETING
CALL NOTICE
The shareholders of Banco Santander (Brasil) S.A. (the “Company”) are hereby invited, pursuant to article 124 of Law 6,404/76, for the Extraordinary Shareholders Meeting (“ESM”) to be held on February 07th, 2012, at 10:00 a.m., at the Auditorium of the Company’s main place of business, at Avenida Presidente Juscelino Kubitschek, nº 2235 – 1st mezzanine – Vila Olímpia - São Paulo/SP, to resolve on the following Agenda:
(i) TO APPROVE the proposal of grant of “Deferred Bonus Plans” related to 2011, for officers, managerial employees and others employees of the Company and of companies under its control, as approved by the Company’s Board of Directors, at the meeting held on December 21st, 2011; and
(ii) TO APPROVE the proposal for amendment of the Company’s Bylaws, as per to Resolution #3.921, dated November 25th, 2010, of the Brazilian National Monetary Council, that provides the institution of the Compensation Committee, pursuant to the proposal approved by the Board of Executive Officers and the Board of Directors, at the meetings held on January 4th, and 05th, 2012, respectively.
General Instructions:
1. The Company’s shareholders or their legal representatives shall attend the ESM with their respective identification documents. In the event the Company’s shareholder is represented by an attorney, the Company’s shareholders shall deposit at the Company´s main place of business (with its address indicated below), at least seventy two (72) hours before the ESM, the power of attorney duly granted as required by the Law; and
2. The documents relating to the matters to be examined and discussed in the ESM are available to the shareholders (i) at the Company’s main place of business, at Avenida Presidente Juscelino Kubitschek, nº 2041 and 2235 - Bloco A - Vila Olímpia – São Paulo/SP, 9th floor – Corporate Legal Department, where they may be consulted in business days, from 10:00 a.m. to 4:00 p.m., as well as on the Company’s websites (www.santander.com.br/ri and www.santander.com.br/acionistas); (ii) at the Brazilian Securities & Exchange Commission (CVM), at Rua Sete de Setembro, 111, 5o floor Consultation Center, Rio de Janeiro/RJ or at Rua Cincinato Braga, 340, 2o to 4o floors, Ed. Delta Plaza, São Paulo/SP as well as on its website (www.cvm.gov.br); and (iii) at the BM&F Bovespa S.A. – Securities, Commodities and Futures Exchange, at Rua XV de Novembro, 275, São Paulo/SP, as well as on its website (www.bmfbovespa.com.br).
São Paulo, January 6th, 2012.
Celso Clemente Giacometti
Chairman of the Board of Directors
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Banco Santander (Brasil) S.A. | ||
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By: |
/S/ Amancio Acurcio Gouveia
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Amancio Acurcio Gouveia Officer Without Specific Designation |
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By: |
/S/ Carlos Alberto Lopéz Galán
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Carlos Alberto Lopéz Galán Vice - President Executive Officer |
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