Obligation Santander Bank 4.5% ( US05966UAE47 ) en USD

Santander Bank

100 % ▲

Bresil

US05966UAE47 ( en USD )

4.5% par an ( paiement semestriel )

28/12/2011 - Obligation échue

Prospectus brochure de l'obligation Banco Santander US05966UAE47 en USD 4.5%, échue

100 000 USD

200 000 000 USD

05966UAE4

Banco Santander est une banque multinationale espagnole, l'une des plus grandes institutions financières du monde, opérant dans plusieurs pays d'Europe, d'Amérique et d'Asie.

L'Obligation émise par Santander Bank ( Bresil ) , en USD, avec le code ISIN US05966UAE47, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/12/2011

INFORMATION MEMORANDUM

Banco Santander (Brasil) S.A.
(a company incorporated under the laws of the Federative Republic of Brazil),
acting through its principal office in Brazil or acting through its Grand Cayman Branch
U.S.$3,500,000,000 Global Medium-Term Note Program
Banco Santander (Brasil) S.A., acting through its principal office in Brazil or through its Grand Cayman Branch ("Santander", "we" or the
"Issuer"), may from time to time issue medium-term notes (the "Notes") pursuant to the Global Medium-Term Note Program described herein
(the "Program") denominated in U.S. dollars or such other currencies or currency units as may be set forth in final terms (each, a "Final Terms")
to this information memorandum subject to all legal and regulatory requirements applicable to issuances in particular currencies. The Notes will
have maturities of seven calendar days or more from their date of issue as set forth in the applicable Final Terms. The maximum nominal amount
of all Notes from time to time outstanding will not exceed U.S.$3,500,000,000 (or the equivalent, calculated as described herein, in other
currencies or currency units), subject to any duly authorized increase. All references herein to the Program should be read to take into account
such increases. The Notes may bear interest on a fixed or floating rate basis, be issued on a fully discounted basis and not bear interest, or be
indexed. The Notes may be issued in bearer or registered form. The Notes will be unsecured and unsubordinated obligations of the Issuer and
will rank pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer.
All Notes denominated in the same currency, having the same maturity date, bearing interest, if any, on the same basis and at the same
rate and the terms of which are otherwise identical, except for the issue date, interest commencement date and/or the issue price and, in respect
of a series of Currency Constraint Notes (as defined herein) and related Exchanged Notes (as defined herein), the Specified Principal Payment
Currency (as defined herein) and Specified Interest Payment Currency (as defined herein) (if applicable) and the related payment provisions,
will constitute a series (each, a "Series"). Each Series shall be all in bearer form or all in registered form and may be issued in one or more
tranches (each, a "Tranche") on different issue dates and at different issue prices but on terms otherwise identical (except in relation to interest
commencement dates and matters related thereto and matters related to the Currency Constraint provisions (if applicable) described herein).
The aggregate nominal amount, any interest rate or interest calculation, the issue price, and any other terms and conditions not contained herein
with respect to each Series or Tranche of Notes will be established at the time of issuance and set forth in the applicable Final Terms.
The Notes may be offered by the Issuer directly or through one or more of the dealers listed below and any other dealer appointed from
time to time by the Issuer (each, a "Dealer") on a continuous basis or through syndicated placements. The applicable Final Terms will specify
the Dealer, Dealers or syndicate of Dealers through which the Notes of a particular Series will be offered. Notes may also be sold to a Dealer
or Dealers as principal, at negotiated discounts or otherwise, and Notes may be sold to or through syndicates of financial institutions for which
a Dealer will act as lead manager.
See "Risk Factors" beginning on page 22 for a discussion of certain factors to be considered in connection
with an investment in the Notes.
Application has been made to admit the Program for listing on the Official List of the Luxembourg Stock Exchange and to trading
on the Euro MTF market. Santander may apply to, but is not obliged to, admit the Notes to be issued under the Program to listing on the
Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market. The Final Terms applicable to a Series will
specify whether or not Notes of such Series have been admitted to listing on the Official List of the Luxembourg Stock Exchange and to
trading on the Euro MTF market. In case the Notes are not admitted to listing on the Official List of the Luxembourg Stock Exchange
and to trading on the Euro MTF market, Santander is not obliged to list the Notes on any other stock exchange.
This information memorandum constitutes a base prospectus for the purposes of listing Notes on the Luxembourg Stock Exchange
and trading on the Euro MTF market. It should be read and construed together with any Final Terms and any supplemental
information memorandum and with any documents incorporated by reference herein. Information in this information memorandum
replaces and supersedes any information in the information memorandum of Santander dated April 6, 2009 and should only be used as
a base for the Notes to be issued under the Program as set forth in the Final Terms, attached hereto.

WE HAVE NOT REGISTERED AND WILL NOT REGISTER THE NOTES UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). ACCORDINGLY, THE NOTES ARE BEING OFFERED AND SOLD
ONLY (I) IN THE UNITED STATES TO QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT AND (II) OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN ACCORDANCE WITH REGULATION
S UNDER THE SECURITIES ACT ("REGULATION S"). BECAUSE THE NOTES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT, THEY ARE SUBJECT TO CERTAIN RESTRICTIONS ON RESALES AND
TRANSFERS DESCRIBED UNDER "SUBSCRIPTION AND SALE" AND "TRANSFER RESTRICTIONS."
Global Arranger
Santander Investment Limited
Dealers
Santander Investment Limited
Santander Investment Securities Inc.

The date of this information memorandum is March 26, 2010.

(This page intentionally left blank)

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OR ANY STATE SECURITIES LAWS AND THE NOTES MAY INCLUDE
NOTES IN BEARER FORM THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. THE
NOTES MAY NOT BE OFFERED, SOLD OR, IN THE CASE OF BEARER NOTES, DELIVERED
DIRECTLY OR INDIRECTLY WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT
OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S), EXCEPT PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. SEE "SUBSCRIPTION AND SALE."
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN
THE UNITED STATES OR ANY OTHER REGULATORY AUTHORITY, AND NONE OF THE
FOREGOING AUTHORITIES HAS PASSED UPON OR ENDORSED THE MERITS OF THE
OFFERING OF NOTES OR THE ACCURACY OR ADEQUACY OF THIS INFORMATION
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN
THE UNITED STATES.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR
DEALERS (IF ANY) NAMED AS THE STABILIZING MANAGER(S) (OR PERSONS ACTING ON
BEHALF OF ANY STABILIZING MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING
MANAGER(S) (OR PERSONS ACTING ON BEHALF OF A STABILIZING MANAGER) WILL
UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE
OFFER OF THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF BEGUN, MAY BE ENDED
AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE
ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF
THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILIZATION
ACTION OR OVER-ALLOTMENT SHALL BE CONDUCTED IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND REGULATIONS.
NOTICE FOR NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A
REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED
UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (THE "RSA") WITH
THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A NOTE IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT
NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A NOTE OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY
UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL
TO, ANY PERSON, NOTE OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

In this information memorandum, the terms "Santander Brasil", "Santander", the "Santander Brasil
Group", the "Bank", "we", "us", "our" and "our company" mean Banco Santander (Brasil) S.A. and its
consolidated subsidiaries (including, as from August 30, 2008, the entities of Banco Real), unless otherwise
indicated or the context otherwise requires. References to "Banco Real" mean Banco ABN AMRO Real S.A.
and ABN AMRO Brasil Dois Participações S.A. and their respective consolidated subsidiaries, unless
otherwise indicated. References to "Banespa" mean Banco do Estado de São Paulo S.A. --Banespa, one of
our predecessor entities. The terms "Santander Spain" and "our parent" mean Banco Santander, S.A.
References to "Santander Group" or "Grupo Santander" mean the worldwide operations of the Santander
Spain conglomerate, as indirectly controlled by Santander Spain and its consolidated subsidiaries, including
Santander Brasil.
i

PROSPECTIVE PURCHASERS OF THE NOTES SHOULD BE AWARE THAT THE NOTES
ARE NOT GUARANTEED BY, NOR DO THEY CONSTITUTE AN OBLIGATION OF, BANCO
SANTANDER, S.A. OR ANY ENTITIES CONTROLLED BY IT OTHER THAN SANTANDER.
Notes offered hereby may be issued in registered form, without interest coupons ("Registered Notes"), or
in bearer form, with or without interest coupons ("Bearer Notes"), as specified in the applicable Final Terms.
Notes initially sold to qualified institutional buyers ("QIBs") will, unless otherwise specified, be available
only in book-entry form, and will be represented by a Registered Note in the form of a restricted global note
certificate (the "DTC Restricted Global Note") deposited on or about the issue date as specified in the
applicable Final Terms with or on behalf of The Depository Trust Company ("DTC") and will be registered in
the name of its nominee. Registered Notes sold outside the United States in reliance on Regulation S will,
unless otherwise specified, be available only in book-entry form and will be represented by either (i) an
unrestricted global note certificate (a "DTC Unrestricted Global Note") deposited on or about the issue date as
specified in the applicable Final Terms with or on behalf of DTC for the accounts of its direct and indirect
participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg"), or (ii) an international global note certificate (an "International Global Note
Certificate") deposited with a common depositary located outside the United States (a "Common Depositary")
for Euroclear and Clearstream, Luxembourg. On or prior to the 40th day after the later of the commencement
of the offering and the date of delivery of the Notes of each Series, beneficial interests in a DTC Unrestricted
Global Note representing Notes of such Series may be held only through Euroclear or Clearstream,
Luxembourg. Bearer Notes will, unless otherwise specified, only be sold outside the United States to non-U.S.
persons in reliance on Regulation S and will, unless otherwise specified, initially be represented by a
temporary global Note (a "Temporary Global Note") without interest coupons, deposited with or on behalf of
a Common Depositary for Euroclear and Clearstream, Luxembourg. Beneficial interests in such Temporary
Global Note shall be exchangeable for beneficial interests in a Permanent Global Note (as defined herein) in
bearer form in an equal aggregate nominal amount, not earlier than the 40th day after the applicable closing
date, upon certification of non-U.S. beneficial ownership in the form required by U.S. tax laws. See
"Book-Entry; Delivery and Form--Bearer Notes."
The obligations of the Issuer in respect of the Notes are not in any way guaranteed by any government or
any agency or political subdivision thereof. The Dealers make no representations or warranties, express or
implied, as to the accuracy or completeness of the information contained or incorporated by reference in this
information memorandum.
The Issuer has not authorized the making or provision of any representation or information regarding the
Issuer or the Notes other than as contained or incorporated by reference in this information memorandum, the
Trust Deed (as defined herein), the Dealer Agreement (as defined herein), the Agency Agreement (as defined
herein) or any Final Terms, or as approved for such purpose by the Issuer. Any such representation or
information should not be relied upon as having been authorized by the Issuer or the Dealers. Neither the
delivery of this information memorandum, any supplement hereto and any Final Terms, nor any sale made
hereunder shall, in any circumstance, create any implication that there has been no change in the affairs of the
Issuer since the date hereof or that the information contained herein is correct as of any date subsequent to the
date as of which it is given herein. No person is or has been authorized to give any information or to make any
representation not contained in or not consistent with this information memorandum or any other information
supplied in connection with the Program or the Notes or any information made public by the Issuer and if
given or made, such information or representation must not be relied upon as having been authorized by the
Issuer or any of the Dealers.
This information memorandum can be used only for the purposes for which it has been published. This
information memorandum does not constitute an offer to sell in any jurisdiction to any person to whom it is
unlawful to make the offer or solicitation in such jurisdiction, nor does this information memorandum
constitute an invitation to purchase any Notes and should not be considered as a recommendation by the
Issuer or the Dealers that any recipient of this information memorandum should purchase any Notes. The
distribution of this information memorandum or any part of it, including any Final Terms, and the offer and
sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this
information memorandum comes are required by the Issuer and the Dealers to inform themselves about and to
observe any such restrictions. For a description of certain further restrictions on offers and sales of Notes and
on distribution of this information memorandum and other offering material relating to the Notes, see
"Subscription and Sale."
ii

We are not making any representation to any purchaser of the Notes regarding the legality of an
investment in the Notes by such purchaser under any laws or regulations. You should not consider any
information in this information memorandum to be legal, business or tax advice. You should consult your
own attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in
the Notes.
The Notes will not be offered or sold to persons in the United Kingdom, except in circumstances which
have not resulted and will not result in an offer to the public in the United Kingdom other than in the
circumstances set out in section 86 of the Financial Services and Markets Act 2000, as amended (the
"FSMA"). The Initial Purchaser has complied and will comply with all provisions of the FSMA, with respect
to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. This
information memorandum must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates shall be available only to relevant
persons and will be engaged in only with relevant persons.
This information memorandum has been prepared on the basis that, except to the extent
sub-paragraph (ii) below may apply, any offer of Notes in any Member State of the European Economic Area
(each, a "Relevant Member State") which has implemented European Council Directive 2003/71/EC (the
"Prospectus Directive") will be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes.
Accordingly any person making or intending to make any offer of Notes in that Relevant Member State may
only do so (i) in circumstances in which no obligation arises for the Issuer or any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16
of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has
been approved by the competent authority in that Relevant Member State or, where appropriate, approved in
another Relevant Member State and notified to the competent authority in that Relevant Member State and (in
either case) published, all in accordance with the Prospectus Directive, provided that any such prospectus has
subsequently been completed by the applicable Final Terms which specify that offers may be made other than
pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made in
the period beginning and ending on the dates specified for such purpose in such prospectus or the relevant
Final Terms, as applicable. Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any
Dealer have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an
obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer.
The Notes will not be registered with the Brazilian Securities Commission (Comissão de Valores
Mobiliários, or the "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, of 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. The Dealers have agreed not to offer or sell Notes in Brazil except in compliance with applicable
Brazilian laws or pursuant to an available exemption therefrom.
None of the Dealers or their affiliates assumes any obligation to purchase any Notes or to make a market
in the Notes, and no assurances can be given that a liquid market for the Notes will exist.
No invitation to the public in the Cayman Islands to subscribe for the Notes is permitted to be made.
Santander may apply to, but is not obliged to, admit the Notes to be issued under the Program to listing
on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market.
Santander, having made all reasonable inquiries, confirms that this information memorandum contains or
incorporates by reference all information with regard to the Issuer and its subsidiaries and affiliates, the
financial and political condition in Brazil, the banking, insurance and leasing industries in Brazil and the
Notes which is material in the context of the issue of the Notes, that such information contained or
incorporated by reference in this information memorandum is true and accurate in all material respects and is
not misleading, that any opinions and intentions expressed in this information memorandum are honestly held
and that there are no other facts the omission of which makes this information memorandum as a whole or
any of such information or the expression of any such opinions or intentions misleading in any material
respect. Santander accepts responsibility accordingly.
iii

TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................................... V
WHERE YOU CAN FIND MORE INFORMATION .................................................................................................... VI
FORWARD-LOOKING STATEMENTS ................................................................................................................... VII
PRESENTATION OF FINANCIAL AND OTHER INFORMATION............................................................................... VIII
SUMMARY ............................................................................................................................................................1
THE PROGRAM .....................................................................................................................................................9
SUMMARY FINANCIAL INFORMATION ................................................................................................................15
RISK FACTORS....................................................................................................................................................22
USE OF PROCEEDS ..............................................................................................................................................29
CAPITALIZATION ................................................................................................................................................30
EXCHANGE RATES .............................................................................................................................................31
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION ................................................................32
SELECTED STATISTICAL INFORMATION ..............................................................................................................37
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS............51
INDUSTRY ........................................................................................................................................................107
BUSINESS .........................................................................................................................................................115
REGULATORY OVERVIEW ................................................................................................................................143
MANAGEMENT .................................................................................................................................................171
PRINCIPAL STOCKHOLDERS..............................................................................................................................191
RELATED PARTY TRANSACTIONS.....................................................................................................................192
TERMS AND CONDITIONS OF THE NOTES ..........................................................................................................195
BOOK-ENTRY; DELIVERY AND FORM...............................................................................................................227
SUBSCRIPTION AND SALE .................................................................................................................................237
TRANSFER RESTRICTIONS ................................................................................................................................243
TAXATION ........................................................................................................................................................245
CERTAIN ERISA CONSIDERATIONS .................................................................................................................258
ENFORCEABILITY OF JUDGMENTS ....................................................................................................................259
LEGAL MATTERS..............................................................................................................................................260
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ..................................................................................261
GENERAL INFORMATION ..................................................................................................................................262

INDEX TO FINANCIAL STATEMENTS ................................................................................................................. F-1
ANNEX A FORM OF FINAL TERMS................................................................................................................. A-1

iv

DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and form part of, this information
memorandum:
·
the most recently published annual audited and interim unaudited condensed consolidated financial
statements, from time to time, of Santander, such financial statements in each case prepared in
accordance with IFRS (as defined below) and in the English language; and
·
all amendments and supplements to this information memorandum prepared from time to time in
accordance with the undertaking by Santander in the Dealer Agreement described below,

provided that any statement contained herein or in a document, all or a relevant portion of which is
incorporated by reference herein, shall be deemed to be modified or superseded for the purpose of this
information memorandum to the extent that a statement contained in any such subsequent document modifies
or supersedes such earlier statement.
Santander will, at the specified office of its Listing Agent, provide, without charge, a copy of this
information memorandum and a copy of any or all of the documents incorporated herein by reference, where
such documents will be available free of charge to any interested person. Santander has agreed to furnish to
the Luxembourg Stock Exchange all such information as required by the rules of the Luxembourg Stock
Exchange in connection with the listing on the Luxembourg Stock Exchange of the Notes. Santander shall,
during the continuance of the Program, prepare a supplement to this information memorandum whenever
required by the rules of the Luxembourg Stock Exchange. Our financial statements are also available at our
website at www.santander.com.br. None of the information on Santander's website is part of, or incorporated
by reference in, this information memorandum.

v

WHERE YOU CAN FIND MORE INFORMATION
Santander Brasil 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 SEC. As foreign private issuer, Santander Brasil is exempt from the Exchange Act
rules regarding the provision and control of proxy statements and regarding short-swing profit reporting and
liability. Such reports and other information can be inspected and copied at the public references facilities of
the SEC at Room 1580, 100 F Street N.E., Washington, D.C. 20549. Copies of such material can also be
obtained at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. Santander Brasil files materials with, and furnish material to, the SEC electronically
using the EDGAR System. The SEC maintains an Internet site that contains these materials at www.sec.gov.
In addition, such reports, proxy statements and other information concerning Santander Brasil can be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005,
on which equity securities of Santander Brasil are listed.
vi

FORWARD-LOOKING STATEMENTS
This information memorandum contains estimates and forward-looking statements, principally in "Risk
Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and
"Business." Some of the matters discussed concerning our business operations and financial performance include
estimates and forward-looking statements within the meaning of the Securities Act and the Exchange Act.
Our estimates and forward-looking statements are mainly based on our current expectations and estimates
on projections of future events and trends, which affect or may affect our businesses and results of operations.
Although we believe that these estimates and forward-looking statements are based upon reasonable
assumptions, they are subject to several risks and uncertainties and are made in light of information currently
available to us. Our estimates and forward-looking statements may be influenced by the following factors,
among others:
·
increases in defaults by our customers and in impairment losses;
·
decreases in deposits, customer loss or revenue loss;
·
increases in provisions for contingent liabilities;
·
our ability to sustain or improve our performance;
·
changes in interest rates which may, among other effects, adversely affect margins;
·
competition in the banking, financial services, credit card services, insurance, asset management and
related industries;
·
government regulation and tax matters;
·
adverse legal or regulatory disputes or proceedings;
·
credit, market and other risks of lending and investment activities;
·
decreases in our level of capitalization;
·
changes in market values of Brazilian securities, particularly Brazilian government securities;
·
changes in regional, national and international business and economic conditions and inflation; and
·
other risk factors as set forth under "Risk Factors."
The words "believe", "may", "will", "estimate", "continue", "anticipate", "intend", "expect" and similar
words are intended to identify estimates and forward-looking statements. Estimates and forward-looking
statements speak only as of the date they were made, and we undertake no obligation to update or to review
any estimate and/or forward-looking statement because of new information, future events or other factors.
Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future
performance. Our future results may differ materially from those expressed in these estimates and forward-
looking statements. In light of the risks and uncertainties described above, the estimates and forward-looking
statements discussed in this information memorandum might not occur and our future results and our
performance may differ materially from those expressed in these forward-looking statements due to, inclusive,
but not limited to, the factors mentioned above. Because of these uncertainties, you should not make any
investment decision based on these estimates and forward-looking statements.
vii

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
All references herein to the "real," "reais" or "R$" are to the Brazilian real, the official currency of
Brazil. All references to "U.S. dollars," "dollars" or "U.S.$" are to United States dollars. All references to the
"euro," "euros" or "" are to the common legal currency of the member states participating in the European
Economic and Monetary Union. References to "CI$" are to Cayman Island dollars. See "Exchange Rates" for
information regarding exchange rates for the Brazilian currency since 2004.
Solely for the convenience of the reader, we have translated certain amounts included in "Summary Financial
Information," "Capitalization" and elsewhere in this information memorandum from reais into U.S. dollars using
the exchange rate as reported by the Central Bank of Brazil, or "Central Bank," as of December 31, 2009 of
R$1.7412 to U.S.$1.00 or such other dates as indicated herein (subject to rounding adjustments). These translations
should not be considered representations that any such amounts have been, could have been or could be converted
into U.S. dollars at that or at any other exchange rate as of that or any other date. In addition, translations should not
be construed as representations that the real amounts represent or have been or could be converted into U.S. dollars
as of that or any other date.
Certain figures included in this information memorandum have been subject to rounding adjustments.
Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that
precede them.
Financial Statements
We maintain our books and records in reais. Our consolidated financial statements at and for each of the
years ended December 31, 2009, 2008 and 2007 have been audited, as stated in the report appearing herein,
and are included in this information memorandum. These financial statements are prepared in accordance
with International Financial Reporting Standards as issued by the International Accounting Standards Board,
or "IFRS." In addition, our consolidated financial statements include the results of Banco Real as from
August 30, 2008.
On August 29, 2008, as further described in note 26 to our annual consolidated financial statements, Banco
ABN AMRO Real S.A. and ABN AMRO Brasil Dois Participações S.A. became our wholly-owned subsidiaries
pursuant to a share exchange transaction (incorporação de ações) approved by the shareholders of Santander
Brasil, Banco ABN AMRO Real S.A. and ABN AMRO Brasil Dois Participações S.A. As a result, Banco Real
became our wholly-owned subsidiary. As a consequence of this share exchange transaction, one of the key
factors to be considered when analyzing our financial condition and results of operations at and for the years
ended December 31, 2008 and 2007 is the consolidation of the entities of Banco Real in our financial statements
since August 30, 2008. The impact of the consolidation of Banco Real in the last four months of 2008 is so
substantial that it makes our results of operations for 2008 not comparable to those of 2007. In order to analyze
the organic developments in our business obscured by the effect of the Banco Real acquisition, management uses
and we present in this information memorandum certain 2008 financial information excluding the results of
Banco Real. Banco Real was our wholly-owned subsidiary during the last four months of 2008 and this
presentation is intended only to subtract from our reported results for 2008 the amounts contributed by Banco
Real. This information does not purport to represent what our results of operations would have been had we not
acquired Banco Real. We have not adjusted our reported results for any expenses incurred in 2008 in connection
with the acquisition of Banco Real or for any revenue synergies. Management believes that any such additional
expense or revenue was not material.
The combined financial statements of Banco Real at and for the year ended December 31, 2007 and the
income statement for period from January 1 to August 29, 2008 have been audited, as stated in the report
appearing herein, and are included in this information memorandum. The unaudited combined interim
financial statements of Banco Real for the period from January 1 to August 29, 2007 are included in this
information memorandum for comparative purposes. These financial statements are prepared in accordance
with IFRS.
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