Obligation Banco Santander 6.125% ( XS1903667662 ) en USD

Banco Santander

100 % ⇌

Bresil

XS1903667662 ( en USD )

6.125% par an ( paiement semestriel )

08/11/2028

Prospectus brochure de l'obligation Banco Santander XS1903667662 en USD 6.125%, échéance 08/11/2028

150 000 USD

1 250 000 000 USD

08/05/2024 ( Dans 18 jours )

L'Obligation émise par Banco Santander ( Bresil ) , en USD, avec le code ISIN XS1903667662, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 08/11/2028

LISTING PROSPECTUS DATED November 8, 2018

Banco Santander (Brasil) S.A.
(a company incorporated under the laws of the Federative Republic of Brazil),
acting through its Grand Cayman Branch
U.S.$1,250,000,000 7.25% Tier 1 Subordinated Perpetual Notes
and
U.S.$1,250,000,000 6.125% Tier 2 Subordinated Notes due 2028

The Issuer is issuing U.S.$.1,250,000,000 aggregate principal amount of 7.25% Tier 1 Subordinated Perpetual
Notes (the "Tier 1 Subordinated Notes") and U.S.$.1,250,000,000 aggregate principal amount of 6.125% Tier
2 Subordinated Notes due 2028 (the "Tier 2 Subordinated Notes", and together with the Tier 1 Subordinated
Notes, the "Notes").
The Tier 1 Subordinated Notes will be perpetual securities with no final maturity date and will not be subject to
any mandatory redemption provisions resulting from any action by the holders of the Notes ("Noteholders").
The Tier 2 Subordinated Notes will mature on November 8, 2028. The Notes may be redeemed by the Issuer, at
its option, on the fifth anniversary of the Issue Date or on any Interest Payment Date thereafter, subject to the
prior approval of the Central Bank of Brazil (Banco Central do Brasil or the "Central Bank") and any other
applicable Brazilian Governmental Authority (if then required). The Notes will also be subject to redemption by
the Issuer only in the event of certain changes in Brazilian banking regulations or in the event of certain changes
in Brazilian and Cayman withholding taxes, subject to the prior approval of the Central Bank or any other
applicable Brazilian Governmental Authority (if then required). Unless the Issuer is required not to pay interest
as described below, interest on the Notes will be payable semi-annually in arrear on each May 8 and November
8, commencing on May 8, 2019. The Notes will be the Issuer's unsecured and subordinated obligations. The
Issuer will not be obligated to pay interest on the Notes in certain circumstances, including in the event payment
would result in its non-compliance with applicable capital adequacy and operational limits, in the event of
certain regulatory or bankruptcy events and in the event of certain defaults. If the Issuer does not pay interest in
any of these cases, the non-payment will not constitute a Payment Default or an Event of Default, as the case
may be, under the Notes and interest will not accrue or accumulate for those periods. The right of Noteholders to
accelerate payment on the Notes, including the payment of principal and interest, will be limited to certain
events of bankruptcy. See "Terms and Conditions of the Tier 1 Subordinated Notes" and "Terms and Conditions
of the Tier 2 Subordinated Notes" for further details.
------------------------
Issue Price of Tier 1 Subordinated Notes: 100.0%
Issue Price of Tier 2 Subordinated Notes: 100.0%
------------------------
Investing in the Notes involves risks. See "Risk Factors" beginning on page 5 of this Listing Prospectus.
The Issuer expects that the Notes will be ready for delivery in book-entry form through Euroclear Bank
S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking S.A. ("Clearstream,
Luxembourg") on or about November 8, 2018.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933 (the
"Securities Act") and are subject to United States tax law requirements. The Notes are being offered
outside the United States in accordance with Regulation S under the Securities Act ("Regulation S"), and
may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S.

persons except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.
The Notes will be in registered form in the denomination of U.S.$150,000. The Notes may be held and
transferred, and will be offered and sold, in the principal amount of U.S.$150,000 and integral multiples of
U.S.$1,000 in excess thereof. The Notes will be represented by a global registered note certificate (the "Global
Note Certificate") registered in the name of The Bank of New York Depository (Nominees) Limited, as the
nominee for the common depositary for Euroclear and Clearstream, Luxembourg. Individual note certificates
("Individual Note Certificates") evidencing holdings of Notes will only be available in certain limited
circumstances. See "Summary of Provisions Relating to the Notes in Global Form".
Applications have been made for the Notes to be listed on the official list of the Luxembourg Stock Exchange
and for the Notes to be traded on the Euro MTF Market of the Luxembourg Stock Exchange. The Luxembourg
Stock Exchange's Euro MTF market is not a regulated market for the purposes of the Markets in Financial
Instruments Directive (Directive 2004/39/EC). This Listing Prospectus constitutes a base prospectus for the
purposes of listing the Notes on the Luxembourg Stock Exchange and trading on the Euro MTF market, in
accordance with the Luxembourg law on Prospectuses for Securities dated July 10, 2005, as amended.

CONTENTS

Page
INFORMATION INCORPORATED BY REFERENCE ...................................................................................... 1
OVERVIEW ........................................................................................................................................................... 2
RISK FACTORS .................................................................................................................................................... 5
TERMS AND CONDITIONS OF THE TIER 1 SUBORDINATED NOTES ..................................................... 11
TERMS AND CONDITIONS OF THE TIER 2 SUBORDINATED NOTES ..................................................... 26
SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM ....................................... 41
FORM OF NOTES AND SUBSCRIPTION ........................................................................................................ 43
TAXATION ......................................................................................................................................................... 44
DESCRIPTION OF THE ISSUER ....................................................................................................................... 48
INDEPENDENTAUDITORS .............................................................................................................................. 52
GENERAL INFORMATION ............................................................................................................................... 53

IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this Listing Prospectus and declares that,
having taken all reasonable care to ensure that such is the case, the information contained in this Listing
Prospectus to the best of its knowledge is in accordance with the facts and contains no omission likely to affect
its import.
The Issuer has not authorised the making or provision of any representation or information regarding the Issuer
or the Notes other than as contained in this Listing Prospectus or as approved for such purpose by the Issuer.
Any such representation or information should not be relied upon as having been authorised by the Issuer.
This Listing Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any Notes.
The distribution of this Listing Prospectus and the offering, sale and delivery of Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Listing Prospectus comes are required by the
Issuer to inform themselves about and to observe any such restrictions. In particular, the Notes have not been
and will not be registered under the Securities Act and are not subject to United States tax law
requirements. Subject to certain exceptions, the Notes will not be offered, sold or delivered within the
United States or to U.S. persons.
In this Listing Prospectus, unless otherwise specified, references to (i) "U.S. $", "U.S. dollars" or "dollars" are
to United States dollars, (ii) "CI$" are to Cayman Islands dollars, and (iii) "real", "reais" or "R$" are to the
Brazilian real, the official currency of Brazil.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS  The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II") or; (ii) a customer within the meaning of directive 2002/92/EC ("IMD"), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no
key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering
or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may
be unlawful under the PRIIPs Regulation.
The Notes will not be registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários,
CVM). Any public offering or distribution, as defined under Brazilian laws and regulations, of the Notes in
Brazil is not legal without such prior registration under Law 6,385, at December 7, 1976, as amended. If a
Brazilian resident acquires any Note, such Note can neither circulate in Brazil in bearer form nor be repaid in
Brazil in a currency other than the Brazilian currency at the time such payment is made.
764046-4-6-v3.14
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95-40687308

No invitation whether directly or indirectly may be made to the public in the Cayman Islands to subscribe for
the Notes unless the Issuer is listed on the Cayman Islands Stock Exchange.
The Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of,
U.S. persons and may not be legally or beneficially owned at any time by any U.S. person. By its purchase of a
Note, each purchaser will be deemed or required, as the case may be, to have agreed that it may not resell or
otherwise transfer any Note held by it except (i) to the Issuer or any affiliate thereof or (ii) outside the United
States to or for the account of a non-U.S. person in compliance with Rule 903 or Rule 904 of Regulation S under
the Securities Act, in each case in accordance with all applicable U.S. state securities laws.
The Notes are not underwritten and will be placed directly to the purchaser.
Pursuant to article 15 of Resolution 4,192, any provision of this Listing Prospectus that conflicts with the Terms
of Subordination with respect to the relevant Notes shall be null and void.

- ii -

INFORMATION INCORPORATED BY REFERENCE
The information set out below shall be deemed to be incorporated in, and to form part of, this Listing
Prospectus provided however that any statement contained in any document incorporated by reference in, and
forming part of, this Listing Prospectus shall be deemed to be modified or superseded for the purpose of this
Listing Prospectus to the extent that a statement contained herein modifies or supersedes such statement.
The Issuer is a reporting company subject to the informational requirements of the U.S. Securities Exchange Act
of 1934, as amended (the "Exchange Act") and, in accordance therewith, files reports and other information
with the Securities and Exchange Commission (the "SEC") including annual audited and interim (quarterly)
unaudited financial statements. As described below, the Issuer is incorporating certain information that it files
and/or furnishes to the SEC into this Listing Prospectus by reference.
The information being incorporated by reference includes a complete description of the Issuer's business, an
analysis of its financial condition and results of operations over recent periods, a discussion of the material risks
associated with its business and information about its shareholders, directors and executive officers, among
other things. The information incorporated by reference is considered to be a part of this Listing Prospectus and
information that the Issuer files and/or furnishes to the SEC later and which is incorporated by reference in this
Listing Prospectus will automatically supersede and update the previously filed and/or furnished information.
The Issuer incorporates by reference into this Listing Prospectus (i) its annual report on Form 20-F for the year
ended December 31, 2017 filed with the SEC on April 9, 2018, as amended by the Issuer's Form 20-F/A filed
with the SEC on April 10, 2018, except for (a) any financial statements as of and for periods ended prior to
December 31, 2016, (b) Presentation of Financial and Other InformationConsolidated Financial Statements, (c)
Item 16(c) Principal Accountant Fees and Services, (d) Item 17 Financial Statements, (e) Item 18 Financial
Statements, (f) Item 19 Exhibits, and (g) the financial statements of the Issuer as of and for the years ended
December 31, 2017 and 2016 and the related audit reports commencing on page F-1, (ii) its annual financial
statements and the corresponding economic and financial analyses, prepared in accordance with International
Financial Reporting Standards ("IFRS") on Form 6-K furnished to the SEC on October 31, 2018, except for any
financial statements as of and for periods ended prior to December 31, 2016, and (iii) its financial statements
and the corresponding economic and financial analyses, prepared in accordance with IFRS, as of and for the
nine-month period ended September 30, 2018 on Form 6-K furnished to the SEC on October 31, 2018.
You may obtain copies of the information incorporated by reference in this Listing Prospectus by:
· accessing the website of the SEC at (http://www.sec.gov);
· visiting the public reference room of the SEC at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. Information about the operation of the public reference room may be
obtained by calling the SEC at 1-800-SEC-0300; or
· contacting the Issuer directly in writing or orally, following which the Issuer will
provide you copies of the information incorporated by reference without charge. Requests for
such copies should be directed to: Banco Santander (Brasil) S.A., Avenida Presidente Juscelino
Kubitschek, 2,235 26° floor, Vila Olímpia, São Paulo, SP 04543-011, Federative Republic of
Brazil, Phone: (55 11) 3553-3300.
Documents incorporated by reference will be published on the website of the Luxembourg Stock Exchange at
www.bourse.lu.

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OVERVIEW
This overview must be read as an introduction to this Listing Prospectus and any decision to invest in the Notes
should be based on a consideration of the Listing Prospectus as a whole, including the documents incorporated
by reference.
Words and expressions defined in the "Terms and Conditions of the Tier 1 Subordinated Notes" or the "Terms
and Conditions of the Tier 2 Subordinated Notes" below or elsewhere in this Listing Prospectus have the same
meanings in this overview.
The Issuer:
Banco Santander (Brasil) S.A., acting through its Cayman Islands
branch
Trustee:
The Bank of New York Mellon
Paying Agent and Transfer Agent:
The Bank of New York Mellon
Principal Paying Agent:
The Bank of New York Mellon, London Branch
The Notes:
U.S.$.1,250,000,000 7.25% Tier I Subordinated Perpetual Notes (the
"Tier Subordinated 1 Notes") and the U.S.$.1,250,000,000 6.125%
Tier 2 Subordinated Notes due 2028 (the "Tier 2 Subordinated
Notes", together with the Tier 1 Subordinated Notes, the "Notes").
Issue Price:
100.0 per cent. of the principal amount of the Notes.
Issue Date:
Expected to be on or about November 8, 2018.
Use of Proceeds:
Refinancing of outstanding 7.375% Tier 1 Subordinated Perpetual
Notes and 6.000% Tier 2 Subordinated Notes due January 29, 2024.
Interest:
The Tier 1 Subordinated Notes will bear interest from November 8,
2018 at a rate of 7.25 per cent. per annum payable semi-annually in
arrear on May 8 and November 8 in each year commencing May 8,
2019.
The Tier 2 Subordinated Notes will bear interest from November 8,
2018 at a rate of 6.125 per cent. per annum payable semi-annually in
arrear on May 8 and November 8 in each year commencing May 8,
2019.
Status:
The Tier 1 Subordinated Notes constitute unsecured and subordinated
obligations of the Issuer and will be subordinated in right of payment
to all existing and future Senior to Tier 1 Liabilities of the Issuer and
will rank pari passu and without preference among themselves and
equally with all other present and future Tier 1 Parity Liabilities of the
Issuer under the terms of Resolution 4,192 (other than those preferred
by mandatory provisions of law).
The Tier 2 Subordinated Notes constitute unsecured and subordinated
obligations of the Issuer and will be subordinated in right of payment
to all existing and future Senior to Tier 2 Liabilities of the Issuer and
will rank pari passu and without preference among themselves and
equally with all other present and future Tier 2 Parity Liabilities of the
Issuer under the terms of Resolution 4,192 (other than those preferred
by mandatory provisions of law).
Form and Denomination:
The Notes will be issued in registered form in the denomination of
U.S.$150,000 and integral multiples of U.S.$1,000 in excess thereof.
Final Redemption:
The Tier 1 Subordinated Notes are perpetual in nature and do not have
a final maturity date. The maturity date for the Tier 2 Subordinated
Notes is November 8, 2028.

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Optional Redemption:
The Notes may be redeemed at the option of the Issuer (either in
whole or in part) on or after the fifth anniversary of the Issue Date
subject to the prior approval of the Central Bank, and the terms
applicable to such redemption.
Tax Redemption:
On or after the fifth anniversary of the Issue Date and subject to the
prior approval of the Central Bank, the Notes will be redeemable at
the option of the Issuer for tax reasons.
Redemption
for
Regulatory Subject to the prior approval of the Central Bank, the Notes will be
Reasons:
redeemable at the option of the Issuer prior to maturity if, subsequent
to the time that the Notes initially qualify as Tier 1 Capital or Tier 2
Capital, as the case may be, the Central Bank or any other applicable
Brazilian Governmental Authority provides written notice or enacts a
law or regulation determining that the Notes will no longer be
included in the consolidated Tier 1 Capital or Tier 2 Capital, as the
case may be, of the Issuer or will be included in such consolidated
Tier 1 Capital or Tier 2 Capital, as the case may be, in a lower
proportion than set forth by the regulation in force at the time of
issuance of the Notes.
No Redemption at the Option of the In accordance with Resolution 4,192, the Notes may not be redeemed
Noteholders:
at the option of the Noteholders.
Suspension and Cancellation of Payments of interest amounts due with respect to the Tier 1
Payments on Tier 1 Subordinated Subordinated Notes shall be suspended or cancelled upon the
Notes:
occurrence of the events set out in Condition 17(c)(ii) of the "Terms
and Conditions of the Tier 1 Subordinated Notes".
Write-off :
Any payment on the Notes will be written-off on a permanent basis, in
a minimum amount corresponding to the balance allocated to the Tier
1 Capital or Tier 2 Capital, as the case may be, upon the occurrence of
the events set out in Condition 17(d) of the "Terms and Conditions of
the Tier 1 Subordinated Notes" and Condition 17(c) of the "Terms and
Conditions of the Tier 2 Subordinated Notes", as the case may be.
Status of Notes:
The Tier 1 Subordinated Notes will be direct, unsecured and
subordinated obligations of the Issuer and shall be subordinated in
right of payment to all existing and future Senior to Tier 1 Liabilities
of the Issuer and shall rank pari passu and without preference among
themselves with the rights and claims of holders of Tier 1 Parity
Liabilities in accordance with Condition 17 of the "Terms and
Conditions of the Tier 1 Subordinated Notes".
The Tier 2 Subordinated Notes will be direct, unsecured and
subordinated obligations of the Issuer and shall be subordinated in
right of payment to all existing and future Senior to Tier 2 Liabilities
of the Issuer and shall rank pari passu and without preference among
themselves with the rights and claims of holders of Tier 2 Parity
Liabilities in accordance with Condition 17 of the "Terms and
Conditions of the Tier 2 Subordinated Notes".
Payment
Default
on
Tier
1 Any failure by the Issuer to (i) pay the amount due to satisfy payment
Subordinated Notes:
on the Tier 1 Subordinated Notes when due and payable and such
failure continues for a period of 14 days, unless such payment is
suspended as described in Condition 17(c) of the "Terms and
Conditions of the Tier 1 Subordinated Notes" or written-off as
described in Condition 17(d) of the "Terms and Conditions of the Tier
1 Subordinated Notes", or (ii) pay the Optional Redemption Amount
or the Early Redemption Amount, as the case may be, on a
Redemption Date. If a Payment Default occurs and is continuing, the
Trustee may, according to Condition 9(b) of the "Terms and
Conditions of the Tier 1 Subordinated Notes", institute judicial

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proceedings against the Issuer in any court, but may not declare the
principal amount of any outstanding Tier 1 Subordinated Notes to be
due and payable or pursue any other legal remedy, including
commencing a judicial proceeding for the collection of the sums due
and unpaid.
Event of Default on Tier 2 The "Terms and Conditions of the Tier 2 Subordinated Notes" contain
Subordinated Notes:
limited events of default. Payment of principal of the Tier 2
Subordinated Notes may be accelerated only in the case of certain
events involving the Issuer's bankruptcy, dissolution, suspension of
payment on or failure or inability to pay all or a material part of (or of
a particular type of) its debts generally as they become due or similar
events. The Issuer will only be required to make payment on
acceleration after it has been declared bankrupt, has been dissolved or
suspend payment on or fail or are unable to pay all or a material part
of (or of a particular type of) its debts generally as they become due.
Withholding Tax:
All payments by or on behalf of the Issuer in respect of the Notes will
be made without withholding or deduction for, or on account of, any
Taxes of whatever nature imposed, levied, collected, withheld or
assessed by Brazil or the Cayman Islands or any authority in or of
Brazil or the Cayman Islands having the power to tax unless such
withholding or deduction is required by law. In such event, the Issuer
shall pay such additional amounts as will result in receipt by the
holders of the Notes of such amounts as would have been received by
them had no such withholding or deduction been required, subject to
certain exceptions as described in Condition 8 of the "Terms and
Conditions of the Tier 1 Subordinated Notes" and the "Terms and
Conditions of the Tier 2 Subordinated Notes".
Amendments to the Terms and The Issuer expects to qualify the Notes as Tier 1 Capital or Tier 2
Conditions of the Notes:
Capital subject to the Central Bank's approval. The Issuer will be
permitted to, without the prior consent of Noteholders, amend the
terms and conditions of the Notes at any time, and from time to time,
in order to, and only to the extent necessary to, comply with any new
resolution or written instruction of the Central Bank setting forth its
requirements to qualify, or maintain the qualification of, the Notes as
Tier 1 Capital or Tier 2 Capital, as the case may be.
Substitution:
The Issuer may with respect to the Notes, without the consent of any
holder, substitute for itself any other branch of Banco Santander
(Brasil) S.A. if it complies with the specific requirements of Condition
11(d) of the "Terms and Conditions of the Tier 1 Subordinated Notes"
or the "Terms and Conditions of the Tier 2 Subordinated Notes".
U.S. Selling Restrictions:
The Notes may not be offered, sold, resold, traded, pledged,
redeemed, transferred, delivered or exercised, directly or indirectly, in
the United States or to, or for the account or benefit of, a U.S. person.
Governing Law:
The Notes, the Trust Deed, the Agency Agreement and the
Subscription Agreement will be governed by English law.
Listing and Trading:
Applications have been made for the Notes to be listed on the official
list of the Luxembourg Stock Exchange and for the Notes to be traded
on the Euro MTF Market of the Luxembourg Stock Exchange.
Clearing Systems:
Euroclear and Clearstream, Luxembourg
Risk Factors:
Investing in the Notes involves risks. See "Risk Factors".

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RISK FACTORS
Any investment in the Notes is subject to a number of risks. Prior to investing in the Notes, prospective
investors should carefully consider risk factors associated with any investment in the Notes, the business of the
Issuer and the industry in which it operates together with all other information contained in this Listing
Prospectus, including, in particular the risk factors described below, and the risk factors related to Brazil, the
Issuer and the its industry set out in the documents incorporated by reference. Words and expressions defined
in the "Terms and Conditions of the Tier 1 Subordinated Notes" and the "Terms and Conditions of the Tier 2
Subordinated Notes" below or elsewhere in this Listing Prospectus have the same meanings in this section.
The following is not an exhaustive list or explanation of all risks which investors may face when making an
investment in the Notes and should be used as guidance only. Additional risks and uncertainties relating to the
Issuer that are not currently known to the Issuer or that it currently deems immaterial, may individually or
cumulatively also have a material adverse effect on the business, prospects, results of operations and/or
financial position of the Issuer and, if any such risk should occur, the price of the Notes may decline, and
investors could lose all or part of their investment. Investors should consider carefully whether an investment in
the Notes is suitable for them in light of the information in this Listing Prospectus and their personal
circumstances.
Risk Relating to the Issuer's Controlling Shareholder and The Notes
The Issuer's ultimate controlling shareholder has a great deal of influence over its business and its interests
could conflict with the Issuer's.
Santander Spain, the Issuer's ultimate controlling shareholder, currently owns, directly and indirectly,
approximately 88.8% of the Issuer's total capital (not including the shares held by Banco Madesant - Sociedade
Unipessoal). Due to its share ownership, the Issuer's controlling shareholder has the power to control the Issuer
and its subsidiaries, including the power to:
·
elect a majority of its directors that appoint its executive officers, set its management policies and
exercise overall control over the company and its subsidiaries;
·
influence the appointment of its principal officers;
·
declare the payment of any dividends;
·
agree to sell or otherwise transfer its controlling stake in the company; and
·
determine the outcome of substantially all actions requiring shareholder approval, including
amendments of its by-laws, transactions with related parties, corporate reorganizations,
acquisitions and dispositions of assets, and dividends.
In December 2012, primarily in response to the requirements of the European Banking Authority, Santander
Spain adopted a corporate governance framework (Marco de Gobierno Interno del Grupo Santander) to
organize and standardize the corporate governance practices of certain companies of Santander Group
(including us). The Issuer adopted this corporate governance framework in May 2013, subject to the precedence
of applicable Brazilian laws, regulations and limitations, such as banking secrecy laws, as well as its corporate
governance practices, including its policies for related party transactions and for disclosure of material acts and
facts.
On July 27, 2015, as a result of the new requirements of the European Central Bank, the Bank of Spain and the
regulators in different jurisdictions, the Issuer's parent, Santander Spain established a new corporate governance
model for its subsidiaries, with the purpose of setting forth a clear and transparent conceptual framework to
govern their relationship. The Issuer's Board of Directors approved the new corporate governance model on
January 26, 2016. The Issuer operates as a stand-alone subsidiary within the Santander Group. Its controlling
shareholder has no liability for its banking operations, except for the amount of its holdings of the Issuer's
capital stock and for other specific limited circumstances under Brazilian law. The interests of Santander Spain
may differ from the interests of the Issuer's other shareholders, and the concentration of control in Santander
Spain will limit other stockholders' ability to influence corporate matters. As a result, the Issuer may take
actions that its other shareholders or the Noteholders do not view as beneficial.

- 5 -

There is no active trading market for the Notes.
The Notes are new securities which may not be widely distributed and for which there is currently no active
trading market. If the Notes are traded after their initial issuance, they may trade at a discount to their initial
offering price, depending upon prevailing interest rates, the market for similar securities, general economic
conditions and the financial condition of the Issuer. Although application has been made to the Luxembourg
Stock Exchange for the Notes to be admitted to the official list and trading on its Euro MTF market, there is no
assurance that such application will be accepted or that an active trading market will develop. Accordingly,
there is no assurance as to the development or liquidity of any trading market for the Notes.
Obligations under the Notes may be subordinated to certain statutory liabilities.
Under Brazilian law, the Issuer's obligations under the Notes will be subordinated to certain statutory
preferences. In the event of its liquidation, certain claims, such as claims for salaries, wages, social security,
taxes and court fees and expenses will have preference over any other claim, including the Notes.
The Subordinated Notes are subordinated obligations of the Issuer.
Upon the occurrence of a Bankruptcy Event, the Tier 1 Subordinated Notes will be subordinated in right of
payment to all present and future Senior to Tier 1 Liabilities and the Tier 2 Subordinated Notes will be
subordinated in right of payment to all present and future Senior to Tier 2 Liabilities, in accordance with
Condition 17 of the Terms and Conditions of Tier 1 Subordinated Notes and the Terms and Conditions of Tier 2
Subordinated Notes, respectively. There is a significant risk that an investor in the Tier 1 Subordinated Notes or
Tier 2 Subordinated Notes will lose all or some of such investor's investment in the event of the Issuer's
winding-up, bankruptcy, liquidation, dissolution or similar proceeding.
The Notes may be cancelled, and you may lose all or part of the value of your investment in the Notes.
In accordance with Resolution 4,192 and the terms and conditions of the Notes, the outstanding principal,
interest and all other amounts due with respect to the Notes may be permanently written-off by the Issuer in a
minimum amount equal to: (a) the amount allocated to the Tier 1 Capital of the Issuer with respect to the Tier 1
Subordinated Notes, or (b) the amount allocated to the Tier 2 Capital of the Issuer with respect to the Tier 2
Subordinated Notes, in accordance with the applicable Central Bank procedures. The occurrence of a write- off
is inherently unpredictable and depends on a number of factors. A write-off may occur in the following events:
·
if the Issuer discloses that its Common Equity Tier 1 Capital is below 5.125% of its RWA, in the
case of the Tier 1 Subordinated Notes, or below 4.5% of its RWA, in the case of the Tier 2
Subordinated Notes, determined in accordance with Resolution 4,193;
·
if an agreement for capital contribution is executed pursuant to the exception set forth in the
recital to article 28 of Supplementary Law No. 101, dated May 4, 2000, which prohibits that
public funds be used to bail out financial institutions, unless a specific law is enacted in this
regard;
·
if the Central Bank decrees a temporary special administration regime (Regime de Administração
Especial Temporária) or an intervention in the business of the Issuer; or
·
if the Central Bank determines, based on criteria established by the National Monetary Council, a
write-off of the Tier 1 Subordinated Notes and/or the Tier 2 Subordinated Notes, as the case may
be.
Neither the write-off of any amount due under the Notes nor the occurrence of any of the events described above
will (i) be deemed to be an event of default with respect to the Notes in question, (ii) accelerate the maturity of
any other obligations of the Issuer, or (iii) provide any right of acceleration of any payment with respect to the
Notes.
Fluctuations in the Issuer's Common Equity Tier 1 Capital may be affected by changes in applicable capital
adequacy standards and guidelines of the Central Bank or other applicable Brazilian Governmental Authorities.
Fluctuations in its risk-weighted assets may be caused by changes in the total risk exposure. In addition, because
the Central Bank or any other applicable Brazilian Governmental Authority may require its Common Equity
Tier 1 Capital and risk- weighted assets to be calculated as of any date, a write-off could occur at any time.

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