Obligation Santander Bank 7.375% ( US05967AAA51 ) en USD

Société émettrice Santander Bank
Prix sur le marché refresh price now   100 %  ⇌ 
Pays  Bresil
Code ISIN  US05967AAA51 ( en USD )
Coupon 7.375% par an ( paiement semestriel )
Echéance Perpétuelle



Prospectus brochure de l'obligation Banco Santander US05967AAA51 en USD 7.375%, échéance Perpétuelle


Montant Minimal 150 000 USD
Montant de l'émission 1 247 000 000 USD
Cusip 05967AAA5
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Prochain Coupon 29/01/2026 ( Dans 51 jours )
Description détaillée 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 US05967AAA51, paye un coupon de 7.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle







424B2 1 dp43426_424b2.htm FORM 424B2


CALCULATION OF REGISTRATION FEE




Maximum
Aggregate Offering
Amount of
Title of Each Class of Securities to be Registered

Price (1)

Registration Fee (2)
Tier 1 Subordinated Perpetual Notes

US$129,633,872.00

US$$16,696.84
Tier 2 Subordinated Notes due 2024

--

--

(1) Represents (i) the aggregate offering price of Tier 1 Subordinated Perpetual Notes and Tier 2 Subordinated Notes due 2024 offered to Shareholders
and ADR Holders, less (ii) the aggregate offering price of Tier 1 Subordinated Perpetual Notes and Tier 2 Subordinated Notes due 2024 subscribed
by non-U.S. persons in offshore transactions.

(2) Calculated in accordance with Rule 457 (r) of the Securities Act.



Prospectus Supplement to Prospectus dated September 27, 2013


7.375% Tier 1 Subordinated Perpetual Notes
6.000% Tier 2 Subordinated Notes due 2024


We are issuing U.S.$1,247,712,527 aggregate principal amount of 7.375% Tier 1 Subordinated Perpetual Notes (the "Tier 1 Notes") and
U.S.$1,247,712,527 aggregate principal amount of 6.000% Tier 2 Subordinated Notes due January 29, 2024 (the "Tier 2 Notes", and together with Tier
1 Notes, the "Notes"). We are offering the Notes directly to the holders of our American Depositary Receipts ("ADRs" and "ADR Holders") as well as
to the holders of our units, and our common and preferred shares, including our controlling shareholder, Banco Santander, S.A. (collectively, our
"Shareholders"). The Notes are being issued in the context of a reduction in our capital stock, and distribution of cash to our shareholders, in the amount
of R$6.0 billion, following which our Shareholders and ADR Holders will be able to elect to subscribe for the Notes. Our controlling shareholder,
Banco Santander, S.A., has agreed to use its entire cash distribution to subscribe for the corresponding Notes and to subscribe for any Notes from the
total issuance that are not subscribed by our other Shareholders and ADR Holders. See "Subscription Elections and Plan of Distribution."

The Tier 1 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 holders of the Notes ("Noteholders"). The Tier 2 Notes will mature on January 29, 2024. The Notes may be redeemed by us, at our
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 us only in certain regulatory events or in the event of certain changes in Brazilian and other withholding taxes, subject to the
prior approval of the Central Bank or any other applicable Brazilian Governmental Authority (if then required). Unless we are required not to pay
interest as described below, or if we decide to suspend the payment of interest on the Tier 1 Notes, interest on the Tier 1 Notes will be payable quarterly
in arrears, commencing on April 29, 2014, and interest on the Tier 2 Notes will be payable semi-annually in arrears, commencing on July 29, 2014. The
Notes will be our unsecured and subordinated obligations. We will not be obligated to pay interest on the Tier 1 Notes at our discretion, or in the event
payment would result in our non-compliance with applicable capital adequacy and operational limits requirements, or in the event of certain regulatory
or bankruptcy events and in the event of certain defaults. If we do not pay interest in any of these cases, the non-payment will not constitute a Payment
Default under the Tier 1 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 "Description of the Notes."

Our Shareholders and ADR Holders will be entitled to subscribe for the Notes following the completion of our capital reduction, including Tier 1
Notes and/or Tier 2 Notes for holdings of common shares, preferred shares units and ADRs, as the case may be, held of record at 5:00 p.m. (New York
City time) or at 8:00 p.m. (São Paulo time) on January 14, 2014. To be eligible to subscribe for the Notes, Shareholders and ADR Holders must have
the right to receive at least R$400,000 as a result of the reduction in our capital stock (equivalent to 26,472,938 common shares or preferred shares or
252,124 units or ADRs or a combination of shares and units). Shareholders and ADR Holders will be entitled to elect to subscribe for Notes only in
minimum denominations of U.S.$150,000 and integral multiples of U.S.$1.00. We have appointed D.F. King & Co., Inc. to act as Subscription Agent
for ADR Holders in connection with the Notes issuance. Shareholders shall deliver their subscription forms as set forth under "Subscription Elections
and Plan of Distribution."

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Issue Price Tier 1 Notes: 100.0%
Issue Price Tier 2 Notes: 100.0%
Investing in our Notes involves risks. See "Risk Factors" beginning on page S-14 of this prospectus supplement.

We expect that the Notes will be ready for delivery in book-entry form through The Depository Trust Company ("DTC"), and its direct and indirect
participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and Clearstream Banking S.A. Luxembourg
("Clearstream, Luxembourg"), on or about January 29, 2014.

The offering of the Notes will be made outside Brazil and will not be registered with the Brazilian Securities and Exchange Commission
(Comissão de Valores Mobiliários, or the "CVM"). The CVM has not approved or disapproved of these Notes or determined if this prospectus
supplement is truthful or complete.

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or
determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

Facilitation Agent

Santander

The date of this Prospectus Supplement is January 28, 2014









You should rely only on the information incorporated by reference or provided in this prospectus supplement and in the accompanying prospectus.
We have not authorized anyone else to provide you with different information. This prospectus supplement is an offer to sell or to buy only the
securities referred to herein, but only under circumstances and in jurisdictions where it is lawful to do so. You should not assume that the information in
this prospectus supplement or in the accompanying prospectus is accurate as of any date other than the date on the front of those documents.

TABLE OF CONTENTS


Prospectus Supplement

PAGE


About This Prospectus Supplement
S-ii
Incorporation of Certain Documents by Reference
S-iv
Presentation of Financial and Other Information
S-vi
Cautionary Statement Regarding Forward-Looking Statements
S-viii
Summary
S-1
The Notes Issuance
S-2
Summary Financial and Operating Data
S-9
Risk Factors
S-14
Use of Proceeds
S-19
Capitalization
S-20
Exchange Rates
S-21
Recent Developments
S-22
Description of the Notes
S-32
Form, Denomination, Transfer and Registration
S-49
Taxation
S-51
Subscription Elections and Plan of Distribution
S-58
Legal Matters
S-63
Experts
S-63


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Prospectus


About This Prospectus
1
Where You Can Find More Information
1
Incorporation of Certain Documents by Reference
3
Cautionary Statement Regarding Forward-Looking Statements
5
Santander Brasil
6
Risk Factors
7
Use of Proceeds
8
Consolidated Ratio of Earnings to Fixed Charges
9
The Securities
10
Description of Debt Securities
11
Description of Rights to Subscribe for Debt Securities
18
Plan of Distribution
19
Legal Matters
21
Experts
21
Service of Process and Enforcement of Judgments
22








ABOUT THIS PROSPECTUS SUPPLEMENT

In this prospectus supplement, unless the context otherwise requires, references to "Santander", "Santander Brasil", the "Company", "we", "us",
"our" and "our company" mean Banco Santander (Brasil) S.A. and its consolidated subsidiaries. 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.

The Facilitation Agent, Santander Investment Securities Inc., has been engaged by Santander Brasil to provide assistance in the transaction pursuant
to the terms of a Facilitation Agent Agreement dated as of the date hereof (the "Facilitation Agent Agreement"). Pursuant to such agreement, the
Facilitation Agent will, among other things, assist us in collecting subscription election responses from Shareholders and to the extent any of the
Shareholders make inquiries concerning the transactions described herein, the Facilitation Agent will facilitate the resolution of such inquiries by
directing such parties to the relevant disclosure contained or incorporated by reference in this prospectus supplement or the related prospectus and other
materials or by directing any inquiries to us for resolution. In accordance with Brazilian law requirements, the Facilitation Agent is prohibited from
soliciting any Shareholders and seeking their participation in the offering described herein or any matter ancillary thereto and the Facilitation Agent will
not purchase, underwrite, place or in any manner be deemed to be distributing the Notes or any of the cash distributions described herein, and any
representation to the contrary shall have no force and effect. The Facilitation Agent is not making any recommendation with respect to the offering of
Notes described herein or the suitability of any of the Notes as an investment, nor is the Facilitation Agent making any recommendation or providing
Santander Brasil and/or the Shareholders and ADR Holders with any opinion or advice to the Shareholders and ADR Holders as to the offering, pricing
or distribution of the Notes or any other aspect of the transactions described herein. The Facilitation Agent has not participated in the preparation of this
prospectus supplement or the related prospectus and ancillary materials, including the terms of the Notes offered hereby, the transaction mechanics
described herein nor has the Facilitation Agent participated in the preparation or review of any information relating to the business, results of operations
or financial condition of Santander Brasil contained in this prospectus supplement and the related prospectus and/ or contained in any document
incorporated herein or therein by reference, including any of the financial information or statements contained herein and therein. As a result, Santander
Brasil to the extent provided by law shall be solely responsible for the accuracy or completeness of any and all information contained in this prospectus
supplement and the related prospectus, documents incorporated by reference into this prospectus and the related prospectus and any information in
ancillary materials distributed to Shareholders and ADR Holders. Pursuant to the Facilitation Agent Agreement, Santander Brasil has agreed to pay the
Facilitation Agent a fee for their services and to indemnify the Facilitation Agent against customary matters, including any liability that may arise under
applicable U.S. securities laws. See "Subscription Elections and Plan of Distribution".

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not authorized
anyone to provide you with information that is different from, or additional to, that contained in this prospectus supplement and the accompanying
prospectus. This prospectus supplement and the accompanying prospectus may only be used where it is legal to sell our Notes. The information in this
prospectus supplement and the accompanying prospectus may only be accurate on the date hereof.

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This prospectus supplement and the accompanying prospectus are being used in connection with the issuance of the Notes in the United States and
other countries outside Brazil. This offering of Notes is made in the United States and elsewhere outside Brazil solely on the basis of the information
contained or incorporated by reference in this prospectus supplement and the accompanying prospectus.

The issuance of the Notes is subject to certain registrations with the Central Bank of Brazil, namely (i) registration of the financial terms of the
Notes under the Electronic Declaratory Registry ­ Registry of Financial Transactions (Registro Declaratório Eletrônico ­ Registro de Operações
Financeiras, or "ROF") with the Central Bank or through SISBACEN at least five days prior to the Issue Date of the Notes; (ii) further authorization
from the Central Bank of the schedule of payment under the ROF in respect of each Note, as soon as practicable after the Issue Date.




S-ii



The representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by
reference in this prospectus supplements were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of
allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such
representations, warranties or covenants were accurate only as of the date when made.

To the extent there is a conflict between the information contained in this prospectus supplement and the prospectus, you should rely on the
information in this prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document
having a later date -- for example, a document incorporated by reference in this prospectus supplement -- the statement in the document having the
later date modifies or supersedes the earlier statement.

All references herein to the "real," "reais" or "R$" are to the Brazilian real, the official currency of Brazil, and all references to "U.S. dollar," "U.S.
dollars" or "U.S.$" are to U.S. dollars, the official currency of the United States. References to "Brazilian GAAP" are to accounting practices adopted
in Brazil, references to "U.S. GAAP" are to accounting principles generally accepted in the United States and references to "IFRS" are to accounting
practices adopted by the International Financial Reporting Standards ­ IFRS, as issued by the International Accounting Standards Board ­ IASB. In
addition, the term "Brazil" refers to the Federative Republic of Brazil, and the phrase "Brazilian government" refers to the federal government of Brazil.

The information in this prospectus supplement is accurate as of the date on the front cover. You should not assume that the information contained in
this prospectus supplement is accurate as of any other date.



S-iii



INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" information into this prospectus supplement and the accompanying prospectus. This means that we
can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by
reference is considered to be a part of this prospectus supplement and the accompanying prospectus, except for any information superseded by
information that is included directly in this document or incorporated by reference subsequent to the date of this document.

We incorporate by reference into this prospectus supplement and the accompanying prospectus the following documents listed below, which we
have already filed with or furnished to the SEC:

(1) our annual report on Form 20-F for the fiscal year ended December 31, 2012 filed on March 29, 2013 and any amendments thereto, but
excluding our audited consolidated financial statements (and related audit report), which were recasted and filed on Form 6-K on September 27, 2013 as
described below; and

(2) our report on Form 6-K filed on September 27, 2013, relating to our recasted audited consolidated financial statements included in our
Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed on March 29, 2013, to give retroactive effect to changes in our
accounting that came into force in 2013, and, in addition, relating to recasted disclosures in our Annual Report on Form 20-F to give retroactive effect
to the application of IAS 19 and to reflect certain reclassifications adopted in 2013 for presentation purposes.

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(3) our report on Form 6-K filed on October 24, 2013, relating to our unaudited interim consolidated financial statements for the period ended
September 30, 2013 prepared in accordance with IAS 34 ­ Interim Financial Reporting, issued by the International Accounting Standards Board (File
No. 001-34476), except for the report on review of interim consolidated financial information issued by the independent accountant, which was prepared
in accordance with Brazilian and International Standards on Review Engagements.

(4) our report on Form 6-K/A filed on September 23, 2013, relating to our unaudited interim consolidated financial statements for the period
ended June 30, 2013 prepared in accordance with IAS 34 ­ Interim Financial Reporting, issued by the International Accounting Standards Board (File
No. 001-34476), except for the report on review of interim consolidated financial information issued by the independent accountant, which was prepared
in accordance with Brazilian and International Standards on Review Engagements;

(5) our report on Form 6-K filed on April 25, 2013, relating to our unaudited interim consolidated financial statements for the period ended
March 31, 2013 prepared in accordance with IAS 34 ­ Interim Financial Reporting, issued by the International Accounting Standards Board (File No.
001-34476), except for the report on review of interim consolidated financial information issued by the independent accountant, which was prepared in
accordance with Brazilian and International Standards on Review Engagements; and

(6) our reports on Form 6-K filed on March 1, 2013 (related to a "Notice to the Market"), March 8, 2013, March 29, 2013 (related to a "Notice to
the Market"), April 19, 2013 (related to a "Notice to the Market"), April 25, 2013 (related to a "Notice to the Market"), May 13, 2013, May 28, 2013,
May 31, 2013 (related to a "Material Fact"), July 15, 2013, July 18, 2013, July 30, 2013 (related to a "Material Fact"), August 8, 2013 (related to a
"Notice to the Market"), August 16, 2013 (as corrected on August 19, 2013), August 26, 2013, August 29, 2013 (related to a "Notice to the Market"),
September 4, 2013 (related to a "Notice to the Market"), September 27, 2013 (related to a "Material Fact"), October 11, 2013 (related to a "Notice to the
Market"), November 12, 2013 (related to a "Notice to the Market"), November 21, 2013 (related to a "Notice to the Market"), December 17, 2013
(related to a "Notice to the Market") and January 7, 2014 (related to a "Notice to Shareholders").

All subsequent reports that we file on Form 20-F under the Exchange Act after the date of this prospectus supplement and prior to the termination of
the Notes issuance shall also be deemed to be incorporated by reference into this prospectus supplement and to be a part hereof from the date of filing
such documents. We may also incorporate by reference any other Form 6-K that we submit to the SEC after the date of this prospectus supplement and
prior to the termination of this offering by identifying in such Form 6-K that it is being incorporated by reference into this prospectus supplement.

Any statement contained in this prospectus supplement and the accompanying prospectus or in a document incorporated or deemed incorporated by
reference into this prospectus supplement and the accompanying prospectus will be deemed to be modified or superseded for purposes of this prospectus
supplement and the accompanying




S-iv



prospectus to the extent that a statement contained in any such subsequent document modifies or supersedes that statement. Any statement that is
modified or superseded in this manner will no longer be a part of this prospectus supplement and the accompanying prospectus, except as modified or
superseded.

We will provide without charge to each person to whom this prospectus supplement and the accompanying prospectus has been delivered, upon the
written or oral request of any such person to us, a copy of any or all of the documents referred to above that have been or may be incorporated into this
prospectus supplement and the accompanying prospectus by reference, including exhibits to such documents. Requests for such copies should be
directed to:

Banco Santander (Brasil) S.A.
Avenida Presidente Juscelino Kubitschek, 2,041 and 2,235­ Bloco A
Vila Olímpia
São Paulo, SP 04543-011
Federative Republic of Brazil
Phone: (55 11) 3553-3300






S-v
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial Information

We maintain our books and records in reais, our functional currency and presentation currency for the consolidated financial statements.

Our consolidated financial statements as of December 31, 2012, 2011 and 2010 and for each of the three years in the period ended December 31,
2012 have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards
Board ("IASB") and interpretations issued by the IFRS Interpretation Committee ("IFRIC"), and have been audited by Deloitte Touche Tohmatsu
Auditores Independentes, an independent registered public accounting firm.

IFRS differs in certain significant respects from generally accepted accounting principles in the United States ("U.S. GAAP"). IFRS also differs in
certain significant respects from Brazilian GAAP (as defined below). Note 46 to our recasted audited consolidated financial statements for the fiscal
year ended December 31, 2012, included in our report on Form 6-K filed on September 27, 2013, incorporated by reference herein, contains
information relating to certain differences between IFRS and Brazilian GAAP.

Our unaudited interim financial information as of September 30, 2013 and for the nine-month period ended September 30, 2013 and 2012 have
been prepared in accordance with IAS 34 ­ Interim Financial Reporting, issued by IASB.

For statutory purposes, under National Monetary Council (Conselho Monetário Nacional or "CMN") Resolution 3,786, dated September 24, 2009,
we are required by the Brazilian Central Bank to prepare consolidated financial statements according to IFRS as issued by IASB and interpretations
issued by IFRIC. However, we will also continue to prepare statutory financial statements in accordance with accounting practices established by
Brazilian corporate law and standards established by the CMN, the Brazilian Central Bank and document template provided in the Accounting National
Financial System Institutions (Plano Contábil das Instituições do Sistema Financeiro Nacional or "Cosif") and the CVM to the extent such practices do
not conflict with the rules of BACEN, the Accounting Pronouncements Committee (Comitê de Pronunciamentos Contábeis or "CPC") to the extent
approved by the Brazilian Central Bank, the National Council of Private Insurance (Conselho Nacional de Seguros Privados or "CNSP") and the
Superintendency of Private Insurance (Superintendência de Seguros Privados or "SUSEP"). We refer to such Brazilian accounting practices as
"Brazilian GAAP". See "Item 4. Information on the Company--B. Business Overview--Regulatory Overview--Auditing Requirements" in our annual
report on Form 20-F for the fiscal year ended December 31, 2012, incorporated by reference herein.

Market Share and Other Information

We obtained the market and competitive position data, including market forecasts, used throughout this prospectus supplement from internal
surveys, market research, publicly available information and industry publications. This data is updated to the latest available information. We have
made these statements on the basis of information from third-party sources that we believe are reliable, such as the Brazilian association of credit card
companies (Associação Brasileira de Empresas de Cartões de Crédito e Serviços, or "ABECS"); the Brazilian association of leasing companies
(Associação Brasileira de Empresas de Leasing, or "ABEL"); the Brazilian association of savings and mortgage financing entities (Associação
Brasileira das Entidades de Crédito Imobiliário e Poupança, or "ABECIP"), the national association of credit institutions, financing and investment
(Associação Nacional das Instituições de Crédito, Financiamento e Investimento or "ACREFI"); the Brazilian bank federation (FEBRABAN --
Federação Brasileira de Bancos, or "FEBRABAN"); the Brazilian social and economic development bank (Banco Nacional de Desenvolvimento
Econômico e Social, or "BNDES"); the Brazilian Institute of Geography and Statistics, or the "IBGE"; the Brazilian Central Bank; the Brazilian Central
Bank system (Sistema do Banco Central, or "SISBACEN"), a Brazilian Central Bank database; the Getúlio Vargas Foundation (FGV -- Fundação
Getúlio Vargas, or "FGV"); the Superintendency of Private Insurance (Superintendência de Seguros Privados, or "SUSEP"); the national association of
financial and capital markets entities (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais, or "ANBIMA"); and the national
federation of private retirement and life insurance (Federação Nacional de Previdência Privada e Vida, or "FENAPREVI"), among others.



S-vi



Rounding and Other Information

Some percentages and certain figures included in this prospectus supplement have been subject to rounding adjustments. Accordingly, figures
shown as totals in certain tables in this prospectus supplement may not be an arithmetic aggregation of the figures that precede them.


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S-vii


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The statements contained or incorporated by reference in this prospectus supplement in relation to our plans, forecasts, expectations regarding future
events, strategies and projections are forward-looking statements which involve risks and uncertainties and which are therefore not guarantees of future
results.

Our estimates and forward-looking statements are based mainly 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 certain 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 legal claims;


·
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 value of Brazilian securities, particularly Brazilian government securities;


·
changes in regional, national and international business and economic conditions and inflation;


·
the ongoing effects of recent volatility in global financial markets crisis; and


·
other risk factors as set forth under "Item 3. Key Information--D. Risk Factors" of our Annual Report on Form 20-F, which is incorporated
herein by reference.

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 are intended to be accurate 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. You should therefore not make any investment decision based
on these estimates and forward-looking statements.


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S-viii


SUMMARY

Santander Brasil

We are a leading full-service bank in Brazil, which we believe to be one of the most attractive markets in the world given its growth potential and
low penetration rate of banking products and services. We are the third largest private bank in Brazil in terms of assets, with a 7.5% market share, as of
June 30, 2013, and the largest bank in Brazil controlled by a major global financial group, according to the Brazilian Central Bank. Our operations are
present in all Brazilian regions, strategically positioned in South and Southeast, an area that accounted for approximately 72% of Brazil's GDP, and
where we have one of the largest branch networks of any Brazilian bank.

For the nine months ended September 30, 2013, we generated net income of R$4.4 billion, total assets of R$440.1 billion and total stockholders'
equity of R$81.6 billion. Our Basel capital adequacy ratio in the nine months ended September 30, 2013 was 20.7% (excluding goodwill, the Basel
capital adequacy ratio would be 18.2%).

We operate our business along three segments: Commercial Banking, Global Wholesale Banking and Asset Management and Insurance. Through
our Commercial Banking segment, we offer traditional banking services, including checking and savings accounts, home and automobile financing,
unsecured consumer financing, checking account overdraft loans, credit cards and payroll loans to mid- and high-income individuals and corporations
(other than to our Global Banking & Markets clients). Our Global Wholesale Banking segment provides sophisticated and structured financial services
and solutions to a group of approximately 750 large local and multinational conglomerates, offering such products as global transaction banking,
syndicated lending, corporate finance, equity and treasury. Through our Asset Management and Insurance segment, we manage fixed income, money
market, equity and multi-market funds and offer insurance products complementary to our core banking business to our retail and small- and medium-
sized corporate customers.

We are a member of the Santander Group, one of the largest financial groups in the world as measured by market capitalization. In addition, as of
September 30, 2013, the Santander Group had stockholders' equity of 83,954 billion and total assets of 1,192,181 billion. With over 150 years of
experience, the Santander Group has a balanced geographic diversification of its business between mature and emerging markets. The Santander Group
operates principally in Spain, the United Kingdom, other European countries, Brazil and other Latin American countries and the United States, offering a
wide range of financial products. During the nine-months ended September 30, 2013, we contributed to the Santander Group 3,310 million in profit
attributable to our parent.

Our principal executive offices are located at Avenida Presidente Juscelino Kubitschek, 2,041 and 2,235 ­ Bloco A, Vila Olímpia, São Paulo, SP
04543-011, Federative Republic of Brazil, and our general telephone number is (55 11) 3553-3300. Our website is www.santander.com.br. Information
contained on, or accessible through, our website is not incorporated by reference in, and shall not be considered part of, this prospectus supplement and
the accompanying prospectus.

Capital Reduction

This Notes issuance is being made in the context of a rebalancing of the composition of our regulatory capital ("Regulatory Capital Rebalance"), as
approved at the shareholders' meeting held on November 1, 2013, and further described in our Form 6-K filed on September 27, 2013. The objective of
the Regulatory Capital Rebalance is to establish a more efficient capital structure, consistent with Basel III rules on capitalization and aligned with our
business plan. As a consequence of such Regulatory Capital Rebalance, we will effect a reduction in our capital stock and distribute cash to our
shareholders in the amount of R$6.0 billion. Concurrently, we will issue the Notes pursuant to the conditions set forth in this prospectus supplement, in
the U.S. dollar equivalent amount corresponding to our capital reduction and our Shareholders and ADR holders will be able to subscribe for the Notes
using the cash received in the context of our capital reduction or funds of any other source, limited to the amount received in the capital reduction. Our
controlling shareholder, Banco Santander, S.A., has agreed to use its entire cash distribution to subscribe for the corresponding Notes and to subscribe
for any Notes from the proposed principal amount of the total issuance that are not subscribed by our other Shareholders and ADR Holders. See
"Subscription Elections and Plan of Distribution."



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THE NOTES ISSUANCE
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This summary of certain terms and conditions of the Notes is subject to and qualified in its entirety by reference to the "Description of the Notes"
contained elsewhere in this prospectus supplement and the Indentures relating thereto. Capitalized terms used elsewhere in this prospectus supplement
have the same meaning when used in this summary.

Summary of the Notes

Issuer
Banco Santander (Brasil) S.A.


The Notes
(i) U.S.$1,247,712,527.00 aggregate principal amount of 7.375% Tier 1 Subordinated Perpetual Notes;
and/or (ii) U.S.$1,247,712,527.00 aggregate principal amount of 6.000% Tier 2 Subordinated Notes due
January 29, 2024.


Issue Price
(i) with respect to the Tier 1 Notes, 100.0% of the principal amount.
(ii) with respect to the Tier 2 Notes, 100.0% of the principal amount.


Issue Date
January 29, 2014.


Maturity Dates
The Tier 1 Notes will be perpetual in nature. The Tier 2 Notes will mature on January 29, 2024.


Indentures
Base Indenture to be dated January 29, 2014 (the "Base Indenture"), as supplemented by the Tier 1 Notes
Supplemental Indenture to be dated January 29, 2014 (the "Tier 1 Notes Supplemental Indenture" and
together with the Base Indenture, the "Tier 1 Notes Indenture") and as supplemented by the Tier 2 Notes
Supplemental Indenture to be dated January 29, 2014 (the "Tier 2 Notes Supplemental Indenture" and
together with the Base Indenture, the "Tier 2 Notes Indenture"; the Tier 1 Notes Indenture and the Tier 2
Notes Indenture referred to collectively as the "Indentures"), in each case between Santander Brasil, the
Trustee, the Paying Agent and the Registrar.


Interest
Interest on the Notes will accrue on the then current outstanding principal amount of the Notes (the
"Principal Amount") at:

(i) with respect to the Tier 1 Notes, 7.375% per annum; and

(ii) with respect to the Tier 2 Notes, 6.000% per annum.

If at any time, article 17 (item (xiii) or paragraph 5), or article 20 (item (viii) or paragraph 5), of Resolution
No. 4,192 are amended to permit for the modification of the interest rates applicable to the Notes (or there
is any other change in law, statute, or regulation enacted by any Brazilian Governmental Authority after the
Issue Date that permits for the modification of the interest rates applicable to the Notes), then Interest will
accrue on the then current Principal Amount of the Notes for each subsequent quarter for Tier 1 Notes and
for each semi-annual period for Tier 2 Notes:

(i) with respect to both the Tier 1 Notes and the Tier 2 Notes, after the date that is five years from the Issue
Date, at a rate equal to the Benchmark Reset Rate plus the Credit Spread; and




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(ii) with respect to the Tier 1 Notes only, after each fifth-year anniversary of the date that is five years from
the Issue Date, at a rate equal to the Benchmark Reset Rate plus the Credit Spread.

Interest Payment Dates
Unless we are required not to pay interest as described below, or if we decide to suspend the payment of
interest on the Tier 1 Notes, interest on the Tier 1 Notes will be payable quarterly in arrears, commencing
on April 29, 2014, and interest on the Tier 2 Notes will be payable semi-annually in arrears, commencing
on July 29, 2014 (each such date, an "Interest Payment Date"). Interest payable on each Interest Payment
Date will be calculated on the basis of a 360-day year of twelve 30-day months.
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Limitation on Obligation to Make
Non-Principal Payments on the Tier 1 Notes (including Interest) may be cancelled by Santander Brasil, in
Interest and Certain Other Non-
whole or in part, in its sole discretion. Without prejudice to such right of cancellation, payment of Non-
Principal Payments
Principal on the Tier 1 Notes will not be due and payable and will not accrue or accumulate:

(i) if amounts due exceed the funds available for such purpose;

(ii) in the same proportion as any restriction imposed by the Central Bank on the payment of dividends or
other distributions with respect to shares or quotas eligible for treatment as Common Equity Tier I Capital;

(iii) at the withholding rates for such amounts to be paid or distributed as set forth under article 9,
paragraph 4, of Resolution No. 4,193 if Santander Brasil has insufficient Additional Core Capital or the
payment would result in noncompliance with respect to the minimum requirements for Common Equity
Tier I Capital, Tier I and Regulatory Capital;

(iv) if Santander Brasil is in noncompliance with any rules applicable to Regulatory Capital promulgated
by the Central Bank or any other competent authority; and

(v) if the Central Bank or any other competent authority, in its sole discretion, determines that payment on
the Tier 1 Notes should be suspended, in whole or in part, due to the financial condition of Santander
Brasil in any given fiscal year.


Amounts not paid on Tier 1 Notes as a result of the events mentioned above, including the cancellation of
Non-Principal Payments by Santander Brasil, shall be deemed extinguished.

Suspension of accrual of a Non-Principal Payment on the Tier 1 Notes will not constitute a Payment
Default. See "Description of the Notes -- Limitation on Obligation to Make Interest and Certain Other
Non-Principal Payments."


Loss Absorption:
The Notes will be subject to any statutory regime which provides any relevant authority with powers to
implement loss absorption measures in respect of capital instruments (such as the Notes), including any
such regime that may be implemented pursuant to the applicable rules or




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which otherwise contain provisions analogous to those regarding the implementation of loss absorption
measures in respect of capital instruments (such as the Notes).

Optional Redemption on and After the
With the prior approval of the Central Bank or any other applicable Brazilian Governmental Authority (if
First Call Date
then required), Santander Brasil or any of its Affiliates may at its option redeem the Notes, in whole but
not in part, on the fifth anniversary of the Issue Date (the "First Call Date") and on any Interest Payment
Date thereafter at a redemption price equal to the Base Redemption Price. See "Description of the Notes--
Optional Redemption on and After the First Call Date."

Repurchases
With the prior approval of the Central Bank or any other applicable Brazilian Governmental Authority (if
then required), subject to the Repurchase Conditions, Santander Brasil may at any time after the First Call
Date repurchase any Notes in the open market or otherwise in any manner and at any price. See
Description of the Notes--Repurchases."

Optional Redemption due to a Tax
Subject to the approval of the Central Bank or any other applicable Brazilian Governmental Authority for
Event or a Regulatory Event
such redemption (if such approval is then required), Santander Brasil may (a) at any time after the First
Call Date redeem the Notes in whole, but not in part, following the occurrence of a Tax Event, or (b) at
any time redeem the Notes in whole, but not in part, following the occurrence of a Regulatory Event, at a
redemption price equal to the Base Redemption Price. See "Description of the Notes--Optional
Redemption due to a Tax Event or a Regulatory Event."
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Document Outline