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BANCO SANTANDER (BRASIL) S.A.

Public-Held Company with Authorized Capital

Corporate Taxpayer ID (“CNPJ/MF”) # 90.400.888/0001-42

Company Registration (“NIRE”) # 35.300.332.067

MINUTES OF THE BOARD OF DIRECTORS´ MEETING

HELD ON DECEMBER 19, 2012

DATE, TIME AND PLACE:

December  19, 2012, at 12:20 p.m., at the main place of business of Banco Santander (Brasil) S.A. (“ Company ”). 

ATTENDANCE:

The majority of the Company´s Board of Directors members, as follows: Mr.  Celso Clemente Giacometti – Chairman of the Board of Directors; Mr. Marcial Angel Portela Alvarez –  Vice-Chairman of the Board of Directors; and Messrs. José de Paiva Ferreira, José Roberto Mendonça de Barros , José Antonio Alvarez Alvarez, José Manuel Tejón Borrajo and Mrs. Viviane Senna Lalli, Directors . Also attended as guests, Mr. Angel Oscar Agallano, Mr. Carlos Alberto López Galán and Mr. Pedro Paulo Longuini, all Vice-President Executive Officers.

CALL NOTICE:

The Meeting was duly convened as provided for in article 16 of the Company´s Bylaws.

BOARD:

Pursuant to article 18, item I of the Company´s Bylaws, the Meeting was chaired by the Chairman of the Board of Directors, Mr. Celso Clemente Giacometti , who invited Mr. Marco Antônio Martins de Araújo Filho, Company´s Vice-President Executive Officer , to act as the Secretary.

AGENDA:

To approve the election of the new members for the Board of Executive Officers of the Company.

RESOLUTIONS:

Initially, the Board of Directors´ members approved the writing of the Minutes of the Meeting in an abridged form. It was also approved the publication of the Minutes in the form of an abstract, without Directors’ signatures.

Afterwards, proceeding to the item of the Agenda, after examination and discussion of this matter, based on the documents submitted to the Board of Directors , which will be filed at the Company, the Company´s Board of Directors, unanimously and without any restrictions, approved, under article 17, item III, of the Company’s Bylaws and favorable recommendation of the Nomination and Remuneration Committee, for an additional mandate, which will run until the tenure of the elected directors on the first Board of Directors’ Meeting, which will be held after the 2013 General Meeting, as Executive Officer Mr. Manoel Marcos Madureira , brazilian, married, engineer, and bearer of the Identity Card (“RG”) # 5.948.737 issued by the Public Security Department of São Paulo (“SSP/SP”), registered with the Individual Taxpayers’ Roll (“CPF/MF”) under # 885.024.068-68; and as Officers without designation of the Company ,  Mrs. Ana Paula Nader Alfaya , Brazilian citizen, married, advertiser, and bearer of the Identity Card (“RG”) # 21.753.753-4  7 issued by the Public Security Department of São Paulo (“SSP/SP”), registered with the Individual Taxpayers’ Roll (“CPF/MF”) under # 173.334.338-54; Mr. Carlos Alberto Seiji Nomoto , Brazilian citizen, married, manager, and bearer of the Identity Card (“RG”) # 20318336  issued by the Public Security Department of São Paulo (“SSP/SP”), registered with the Individual Taxpayers’ Roll (“CPF/MF”) under # 126.208.108-03; Mr. Fernando Díaz Roldán , Spanish citizen, married, manager, and bearer of   RNE # V540109-4, registered with the Individual Taxpayers’ Roll (“CPF/MF”) under # 232.966.428-11; Mr. Jean Pierre Dupui , Brazilian citizen, married, Bank employee, bearer of the Identity Card (“RG”) # 0482407-5 7 issued by the Public Security Department of Amazonas (“SSP/AM”), registered with the Individual Taxpayers’ Roll (“CPF/MF”) under # 314.645.212-04; and Mr. Nilton Sergio Silveira Carvalho , Brazilian citizen, married, engineer, bearer of the Identity Card (“RG”) # 8.559.290 7 issued by the Public Security Department of São Paulo (“SSP/SP”), registered with the Individual Taxpayers’ Roll (“CPF/MF”) under # 801.611.898-49, all residents and domiciled in the capital of São Paulo, with offices at Avenida Presidente Juscelino Kubitschek, nº 2041 e 2235 – Bloco A – Vila Olímpia. The elected Officers declare they are not subject to a crime provided for by law impeding them from exercising commercial activities, especially those mentioned in paragraph 1º of article 147 of the Corporation Act, and he meets the requirements set forth in Resolution # 4.122/2012, both of the National Monetary Council, and he will only take the office for which he was elected after approval of his election by the Brazilian Central Bank.

CLOSING : There being no further matters to be resolved, the Meeting has been closed, and these minutes have been prepared, which were read, approved, and signed by the present Board of Directors´ members and the Secretary. São Paulo, December 19, 2012. Mr. Celso Clemente Giacometti – Chairman of the Board of Directors; Mr. Marcial Angel Portela Alvarez –  Vice-Chairman of the Board of Directors; and Messrs. José de Paiva Ferreira, José Roberto Mendonça de Barros , José Antonio Alvarez Alvarez, José Manuel Tejón Borrajo and Mrs Viviane Senna Lalli, Directors. Marco Antônio Martins de Araújo Filho, Secretary. 

I certify that this is a true transcript of the minutes recorded in the Minutes of the Board of Directors Meetings Book of the Company.

_______________________________________

Marco Antônio Martins de Araújo Filho  

Secretary