Banco Santander (brasil) S.a. · BMFBOVESPA:SANB3
Banco Santander (brasil) — Merger or Acquisition (May 2014)
116 slides from Banco Santander (brasil)'s merger presentation, May 14, 2014
Slide 1: Guide for Attendance in Shareholders' Meetings
GUIDE FOR ATTENDANCE IN SHAREHOLDERS’ MEETINGS EXTRAORDINARY SHAREHOLDERS’ MEETING Date: June 9, 2014 Time: 10:00 a.m.
Slide 2: Financial advisory proposal – BB Rothschild
BB ROTHSCHILD Financial advisory proposal Laudo de Avaliagao — Instrug¢éo CVM n°361 May, 2014
Slide 3: Contents
aR On Contents Sections Introduction Strong global and domestic track record in FIG Unique expertise in providing independent valuation reports Proposed scope of work Proposal Appendices CVs of Rothschild team {Introduction to Rothschild in Brazil Rothschild Global Financial Institutions Group 10 i
Slide 4: 1. Introduction
1. Introduction f
Slide 5: Rothschild: a unique set of skills for the assignment
1. Introduction 1.1 Rothschild: a unique set of skills for the assignment Leading global M&A adviser Independent and impartial advice + Unsivalled 200 year tration of advisory + Weave no agenda other than yours ~ clients interests are Consistently dominates M&A league tables. our peiorty ‘Trusted by
Slide 6: 2. Strong global and domestic track record in FIG
2. Strong global and domestic track record in FIG
Slide 7: Strong global FIG franchise
2. Strong global and domestic track record in FIG 2.1 Strong global FIG franchise Rothschild FIG credential in Europe and globally European FIGM&A~ 2013 US$bn__ No More than 50 FIG “1 Morgan Stanley 27017 samwow bankers worldwide 2) Rothschild 9s 16 3JP Morgan tor 19 & 4 Gokéman Sachs 18125 someone
Slide 8: Leading expertise in Brazilian FIG segment
2, Strong global and domestic track record in FIG 2.2 Leading expertise in Brazilian FIG segment TSE [oe ace) [eee] [ar 1 Morgen Stanley os 8 | wemnvesr@ || Revecanns-|| cat | lamraoreen | Mima a Be eroreiea coe = sa so ee 7 Chi ss 6 Teme war “AR Capra ‘Unbanco irae ed etl —— ee bo ec Completed eats
Slide 9: 3. Unique expertise in providing independent valuation reports
3. Unique expertise in providing independent valuation reports
Slide 10: Strong global fairness opinion experience in FIG
3. Unique expertise in providing independent valuation 3.1 Strong global fairness opinion experience in FIG reports Specific expertise in Fairness Opinion for financial institutions Bifhy Sage Faas onion nt onmeo mager 5) °s ROB #FROB Fa (ea) reason REDECARD #- (rmagratonin Carabenk Now Mere ‘enaasa
Slide 11: Vast experience in valuation reports in Brazil
3. Unique expertise in providing independent valuation reports 3.2 Vast experience in valuation reports in Brazil Long-term experience in doing fairness opinions/ independent valuation reports in Brazil for top quality local corporate clients aw Conde ‘ator ‘moor eaecars o ve te om — = Cat pnt 7 wan
Slide 12: 4. Proposed scope of work
4. Proposed scope of work >
Slide 13: Scope of work
4, Proposed scope of work 4.1 Scope of work Project requirement: Independent Valuation “Instrucdo CVM n°361” report under “Instrugéo CVM 1361" = Independent Advisor — No conflict of interest \ = Strong technical capabilities = Experienced, senior bankers always involved Rothschild is uniquely positi
Slide 14: Conflict of interest
4. Proposed scope of work 4.2 Conflict of interest We have no conflicts of interest with respect to the proposed transaction. Our independence enables us to offer an unbiased analysis. No Conflicts of Interest - Proposed Transaction We confirm that, based on the description of the transaction provid
Slide 15: Team structure
13 4, Proposed scope of work 4.3 Team structure A first class dedicated team with strong local and industry experience Managing Director ESS Victor ectorca Global Head of FIG Vice President euancich Klaus Schmidt Senior Advisor Analyst Executive Vice Chairman ‘= We would propose to manage the execut
Slide 16: 5. Proposal
5. Proposal
Slide 17: Fee proposal
5. Proposal 5-1 Fee proposal Typically for an assignment of this type (Valuation Report - “Instrugdo CVM n°361"), our remuneration would be structured as a fixed fee, irrespective of the completion of the transaction. We would propose the following fee structure: Fixed Fee: ™ US$800,000 (eight hundr
Slide 18: Appendix A. CVs of Rothschild team
Appendix A. CVs of Rothschild team
Slide 19: Luiz Muniz
Appendix A. CVs of Rothschild team A.1 Luiz Muniz Selected Advisory Exp ‘= Mls Engenharia © Servigos S.A. on the R$102 millon sale of its Industral Services Division to Experience 20 Years PEH/aseot manager Leblon Equtes (2013) Team Brazil ‘= Gafisa on the USS 700 millon sale of a 70% stake in Aipha
Slide 20: Paolo Pellegrini
18 A.2 Paolo Pellegrini Appendix A. CVs of Rothschild team Managing Di Experience 20 Years Team Brazil Office Sao Paulo Contacts Phone: 455 11 3039 5843, Email: _paolo.pellegrini@rothschitd.com 1 Paolo has over 20 years of experience in banking, capital markets and corporate finance, in the Brazilia
Slide 21: Gustavo Saito
19 A.3 Gustavo Saito Appendix A. CVs of Rothschild team a Oo Experience 15 Years Team Brazil Office S30 Paulo Contacts Phone: +55 11 3039 5843 Email paolo.pellegrini@rothschild.com = Gustavo has 15 years of experience in mergers & acquisitions and equity capital markets = Gustavo joined Rothschild i
Slide 22: Victor Leclercq
Appendix A. CVs of Rothschild team. A.4 Victor Leclereq Vice President Advisory Experience = Advisory to Biosev inthe refinancing and rescheduling of part of its debt, prior to Its Experience 8 Years PO 2013) Team Brazil = Advisory to Casino Guichard-Perrachon in taking control over Grupo P&o de Agu
Slide 23: Klaus Schmidt
2 Appendix A. CVs of Rothschild team_ A.5 Klaus Schmidt Eseetienos joven = Cosan on its proposed merger with American Latina Logistica (ongoing) To Brazil ‘= Cosan on tis proposed corporate restructuring (ongoing) Office S30 Paulo ‘= B2Won the USS1 billion capital increase guaranteed by B2W's contro
Slide 24: Appendix B. Introduction to Rothschild in Brazil
Appendix B. Introduction to Rothschild in Brazil
Slide 25: Introduction to Rothschild in Brazil
23 Appendix B, Introduction to Rothschild in Brazil B.1 Introduction to Rothschild in Brazil Leading M&A franchise with a strong client network YTD Brazilian M&A Top ranking adviser with deep local 1 ttau BBA 14 knowledge: 2 Rothschild 6 3 ‘BofA Mernill Lynch 3 = One of the most active financial adv
Slide 26: Footprint in the all-time largest transactions in Brazil
24 Appendix B. Introduction to Rothschild in Brazil B.2 Footprint in the all-time largest transactions in Brazil EB ROTHSCHILD OGX Petroleo & Gas Unibanco AmBev Redecard Petréleo Brasileiro om Sunipanco|| ambevy | |REDEcARD.# | | (iy rernosras US$45.0bn Migration to a US$6.8bn US$70.0bn US$4bn Merge
Slide 27: Selected Brazilian transactions
Appendix B. Introduction to Rothschild in Brazil [a | ve ve ve vie ve ve Vale - Metals & Mining v Yu ¥ = ¥ ¥ | | Enterprise Value": | 1. ueryauaten ssiain Irpasrs Ingen seg Usssran uae oen ard | US$91.5 bn | Tofmtecacaceas| | SI | | ttinguvere | | smnces sures “Coseson oe cece | | pecan reronato ass
Slide 28: Experience and expertise in every type of transaction
Appendix B. Introduction to Rothschild in Brazil B.4 Experience and expertise in every type of transaction Shareholding Divestitures Acquisitions bea a coat reorganizations/ Debt Advisory Equity advisory = strategic advice AGREE 4] rune AGafisa macnzinewie Eo outta | peal ase see oe ae «mm cunt m0 c
Slide 29: Leveraging our global platform to benefit our clients
27 Appendix B. Introduction to Rothschild in Brazil B.5 Leveraging our global platform to benefit our clients Strategic flow (cross-border) = perro a coma an ae ITAUSA aneatanen & conan anced oon oop tates anata, _ a Rr cs cogetSan | Semy toe od 7 — ws FoiJ usiminas LJ CIBS) CIBS) a - se vss Reser s
Slide 30: Appendix C. Rothschild Global Financial Institutions Group
Appendix C. Rothschild Global Financial Institutions Group
Slide 31: Dedicated financial services team worldwide
Appendix C. Rothschild Global Financial Institutions C.1 Dedicated financial services team worldwide Group . ee | , Jennifer Yu ) i 1 | ; ‘David Drinkwater Horace Chan = i — Christian Pedemonte | ‘Sanjay Bhandarkar | es = UT ares «L ‘Claire Suddens-Spiers Pellegr sete = co = a orm ran —— ee ee er fo
Slide 32: Banking
30 C.2 Banking Appendix C. Rothschild Global Financial Institutions Group Capital markets M&A advisory — eerrere re tot bang ———; oy } 4-10] | SE kad EERBS 2 | eel om, mgop4sten tan _Advisaron pote conarmmuaseen | | attmenennti, Eoatsoncroy, TaRiocmmas | | omemcaecomer mmceenseett | | enemies ‘See o
Slide 33: Life insurance
Appendix C, Rothschild Global Financial Institutions Group C.3 Life insurance We have Pocmira ‘Prudential Cent confidential Cent confidential ‘oazanan Nasional ‘successfully < ‘executed a range Permira PRUDENTIAL (mm ROTHSCHILD (mH ROTHSCHILD g bhicoinina tao hemi so | tac ont aswaro sree ore] | owt
Slide 34: Non-life insurance
We have successfully executed a range of insurance assignments in recent years for clients across Europe, the US and Asia C.4 Non-life insurance Appendix C. Rothschild Global Financial Institutions Group ce oes Yarn | [Paw oo ve 7 HARDY Pe] cs bee HISCOX HISCOX talanx. stn natn tremmcammmnns | | O*m
Slide 35: Asset management and alternatives
Appendix C. Rothschild Global Financial Institutions C.5 Asset management and alternatives Group salads Tamaeeoe] onan | | eae 7 en | nn seme a ro ‘ae — BH ROTHSCHILD r @ @ surest al sit oxetcs || ||| cwenroneeae riaraects | rmentiemn [fl senccem 4 ett aoe senarst |il| seas Pe oi: | | TSS “a ete Fe
Slide 36: Independent advice to the global exchanges sector
semen (rue acer We have deep experience and a demonstrated track record in the sector Membors of the Rothschild team advised the London Stock Exchange between 2004 — 2009 34 Appendix C, Rothschild Global Financial Institutions Group C.6 Independent advice to the global exchanges sector Nong ang acne
Slide 37: Bancassurance
Appendix C. Rothschild Global Financial Institutions Group C.7 Bancassurance a ee concen Pocremeren = weancisys AKBANK amaoniscao secant rata ce egascmtoamie hemes — “Soc =e aoe ptt Wan <b Pooreeeny UBI><Banca DG woraese ers tn Faia ures tr Bake sareomentbrvesn a ‘surance ‘ras Arava Gare Esaneenes,
Slide 38: Auto finance
36 C.8 Auto finance Appendix C. Rothschild Global Financial Institutions Group 63 VR LEASING Disposatotreeeseg 00% Bgeoane ita —7 meen core =o eee aa 6. oe seep. Gem mnin Sonat a — ose faa nti 1st cepa Fee ‘ellos 38 (\ \\ iB ROTHSCHILD
Slide 39: Consumer finance
37 C.9 Consumer finance Appendix C. Rothschild Global Financial Institutions Group Gino SAV Credie Tiesto eiston oan 5350 ‘eed porte tom (ge ad astoates cau ra enters Provident nea ‘iar prabet ‘FT Fnenes aorta one ox tsuasaset PFG | President 6. Reorgusabon cf CEE «rem sect D2 ‘aber oe shiva are aat
Slide 40: Brokerage and securities services
38 C.10 Brokerage and securities services Appendix C. Rothschild Global Financial Institutions Group iTS a NATIXIS ANATIXIS BSG. ‘neiseand ecine tonal ttn 108m acistonot Teocpemnreamne | | Mitatcnoee cozmnameats.| | Sammars Coesetene anal ener a a cae anaes tom Ucrea paused meek 226 R... = oat aban
Slide 41: Other
39 C.11 Other Appendix C. Rothschild Global Financial Institutions Group ‘Gearwe Poe ee recat tated TemmaatTone pric {=| ® REDECARD 4+ || cerriermon cgioon Brn ciensnrenim oa | — | usseenuae ne ” 25m) feos | | acs an a sen ma am a These To ro wena woo ekg Nowe 2 — Wiresis @ fnz> @ “roach ‘ike epee a
Slide 42: Proposal for Valuation Report – Credentials
PROPOSAL FOR VALUATION REPORT Appendix A: Credentials BofAML consolidatedits position as one of the most important M&A houses in LatAm, serving as the advisor of choice in more than US$43 billion worth of transactions ‘Announced M&A Volume Ranking, 2011~ 2014YTD Bankof Amerlea > ‘Merril Lynch
Slide 43: Proposal for Valuation Report – Equity credentials
PROPOSAL FOR VALUATION REPORT BofAML consolidated its position as one of the most important equity houses in Latam, being widely recognized by the market (Pris | Ounen — ia | MOT | | the SLs Bankof Amerlea 2 Meerill Lynch
Slide 44: Banco Santander (Brasil) S.A. – Proposal for professional services
ke cutting through complexity™ CORPORATE FINANCE. Banco Santander (Brasil) S.A. Proposal for professional services May 7, 2014
Slide 45: KPMG cover letter
Pane ‘KPMG Corporate Finance Lida. Phone 155 (11) 3246-8000 Av. Nove de Julho, 5109 - 6° floor Fax 55 (11) 3246-8300 (01407005 - So Paulo, SP - Brasil Internet ‘wr. kpmg.com br P.O. Box2407 (01080-870 - Séo Paulo, SP - Brasil To the Board of Directors of Banco Santander (Brasil) S.A. Sao Paulo- SP M
Slide 46: Confidentiality
Confidentiality © This document is directed to you and was prepared in accordance with the understandings between you and KPMG Corporate Finance Ltda. (KPMG). The disclosure of this document to third parties is forbidden. EK Gactamnis snes Proposal for professional services — Free translation of the
Slide 47: Content
Content The key contacts at KPMG in connection with this EPRICE 1. Introduction Fernando Mattar 2. Objective Partner Corporate Finance 3. Scope of work Tel+55 11 3245-8382 Faxc+85 11 3245-8309 ee 4. Reporting and timetable Gabriel C. Carracedo 5. Engagement team Senior Manager Corporate Finance 6. F
Slide 48: 1. Introduction
1. Introduction Context (source: Press Release and Client) © Banco Santander (Brazil) S.A ("Santander Brazil", "Contractor" or “Client") is ‘a global bank with headquarters in Spain which operates in Brazil since 1982, ‘As disclosed by Santander Brazil in the Press Release on April 29, 2014, Santand
Slide 49: 1. Introduction – KPMG Brazil
1. Introduction KPMG Brazil ‘© KPMG is a global network of professional firms providing Audit, Tax and Advisory services. We operate in 150 countries and have 138,000 people working in member firms around the world. The independent member firms of the KPMG network are affiliated with KPMG Intemation
Slide 50: 2. Objectives
2. Objectives © As requested, the objective of our work will be to independently estimate the ‘economic value of the Companies, in the context of the Transaction, using the following criteria: ‘+ Discounted cash flow; ‘* Market multiples; and '* Average share price. For subsidiaries that are not rel
Slide 51: 3. Scope of work
3. Scope of work In accordance with the objectives of the work we will perform the independent valuation of the Companies. The scope of our work will encompass the following procedures: - Analysis of the Companies’ financial statements of the last three years and the balance sheet of a more recent b
Slide 52: 3. Scope of work (cont.)
3. Scope of work (cont.) Important notes Without prejudice to other comments, KPMG clarifies to the Client: The valuation will be based substantially on information and assumptions, provided by the Clients’ management, which will be discussed and analyzed by KPMG. ‘We emphasize that the determinatio
Slide 53: 3. Scope of work (cont.)
3. Scope of work (cont.) ‘* Our services will be based on current legislation and regulations. The scope of this proposal does not include the updating of services and/or their respective reports in light of laws or regulations that may come into effect after conclusion of the services. ESKGatctamni
Slide 54: 4. Reporting and timetable
4. Reporting and timetable © Usually, in studies of this nature, we issue our draft report within four (4) ‘weeks from the beginning of our work, which is when the information necessary to our work are placed at our disposal. ‘© Forthis work, KPMG will issue by May 27, 2014 its draft report © Inorde
Slide 55: 5. Engagement team
5. Engagement team The job will be carried out by qualified professionals of KPMG. The curriculum of the professionals managing this work are included in Appendix V Fernando is an experienced partner at KPMG, will be responsible for the overall management of this, project, a role that he also perfor
Slide 56: 6. Fees
© Ourfees are based upon the time incurred and the level of the professional staff allocated to each task. For this work, we propose the fees of $ 525,000.00. © Wewill add applicable taxes to our fees (ISS, PIS and COFINS at a total rate of 8.65% if billed to a Brazilian company). In the case that t
Slide 57: 7. Acceptance
7. Acceptance ‘© This proposal is valid for 30 days. © The document called “Terms and Conditions” presented in Appendix | is part of this proposal. In the event of discrepancies between this proposal and the Appendix I, the text of the Appendix I will prevail, unless if the text of the proposal clea
Slide 58: 7. Acceptance (cont.)
7. Acceptance (cont.) Acceptance by Banco Santander, S.A. ‘Signature ESL Gssctamissnsessts——~ Proposal for professional services — Free translation of the proposal issued on May 7, 2014 in "4 Portuguese. In the event of confusion between proposals, the Portuguese version shall be considered final an
Slide 59: Appendix I – Terms and conditions
Appendix | Terms and conditions A Advisory ST&C - Appendix I - ESL Gataetesisssnsessts——~ Proposal for professional services — Free translation of the proposal issued on May 7, 2014 in 6 Portuguese. In the event of confusion between proposals, the Portuguese version shall be considered final and sha
Slide 60: Appendix II – Thomson financial securities data survey
Appendix II Thomson financial securities data survey Proposal for professional services — Free translation of the proposal issued on May 7, 2014 in 16 Portuguese. In the event of confusion between proposals, the Portuguese version shall be considered final and shall prevail over the English version.
Slide 61: KPMG Brazil relevant experience in mergers & acquisitions
Appendix II! KPMG Brazil relevant experience in mergers & acquisitions TosHipa || ENC Gneopent a wane (ve Ws Proposal for professional services — Free translation of the proposal issued on May 7, 2014 in Portug juese. In the event of confusion between proposals, the Portuguese version shall be consi
Slide 62: KPMG Spain relevant experience
Appendix III KPMG Spain relevant experience i soe we | (ai Goin | EE) (ae cmon | SE —_ eit es |g “creme unin oe Situmceces | | Soceueceagoe || ‘motmnoqsess ——e ‘Seawater Rizamatec || oeeernst manta Ccaia? — Pe || terete -€. gaan BE Gun se =" | See a | ee a an an 7 an av | La 7 mesa £ | B swgoremms*
Slide 63: Valuation methodology – Discounted cash flow
Appendix IV Valuation methodology Discounted cash flow methodology ‘© This valuation methodology is based on forecasting future cash flows and ‘subsequently discounting them by a rate that reflects a required retum for the risk associated with the firm and the market. © In broadest terms, the DCF an
Slide 64: Valuation methodology – Average price and market multiples
Appendix IV Valuation methodology Average weighted price of shares © This methodology consists in using negotiations held with each class of shares for a specified period. Then, calculate the weighted average price of shares from the daily volumes traded. «The period stipulated for the observation o
Slide 65: Curricula Vitae
Anexo V Curricula Vitae Curriculos dos principais profissionais que fardo parte da equipe. Fernando A. Mattar Partner - Corporate Finance - KPMG So Paulo Graduation in Business Administration at FGV and Undergraduation in Mechanical engineer at Mackenzie University Works as business consultant since
Slide 66: Curricula Vitae
Anexo V Curricula Vitae Curriculos dos Amparo Solis Calbacho roi ae poe ‘Amparo is a Partner responsible for the Corporate Finance Financial Sector in Spain eure Bachelor of Business Administration and Economics at the Universidad Complutense in Madrid With over 25 years of experience in procurement
Slide 67: Curricula Vitae
Anexo V Curricula Vitae Curriculos dos me Jesis Bemardo Mufiz rincipais profissionais Pas osition Manager, Corporate Finance — Financial Institutions Group Gn Wualification Bachelor of Business Administration and Economics at Universidad CUNEF de Madrid He joined at KPMG in April 2010 in the group o
Slide 68: Disclaimers
Appendix VI Disclaimers ‘The Report or any document to be prepared by KPMG will include in its pages the 5) paragraphs described below, without loss for other terms which by criterion of KPMG must be included regarding the services provided. 1) The work disclaimed in this Valuation Report (“report”)
Slide 69: Disclaimers (cont.)
Appendix VI Disclaimers (cont.) 10) 1) 12) 13) In compliance with the objective and the scope of the proposal, KPMG did not ‘guarantee or issues an opinion about the probability of realization of the assumptions used in the financial projections, as well as does not issue an opinion referent to the
Slide 70: Representation Letter
Appendix VII Representation Letter To KPMG (full name) (KPMG) (Address)... Attn. (KPMG Partner's Name): (ATE) Dear Mr. (KPMG Partner's Name) This letter will confirm our understanding regarding certain elements of KPMG's engagement to assist “Company’) in valuing certain assets of (name of company(i
Slide 71: Valuation Report of Banco Santander S.A. and Banco Santander (Brasil) S.A.
FREE TRANSLATION INTO ENGLISH (ee INVESTMENT BANKING DIVISION Valuation Report of Banco Santander S.A. and Banco Santander (Brasil) S.A. Goldman Sachs do Brasil Banco Multiplo S.A. 30 April 2014
Slide 72: Disclaimer (1/3)
ea FREE TRANSLATION INTO ENGLISH Disclaimer (1/3) INVESTMENT BANKING Goldman Sachs do Brasil Banco Miltiplo S.A. ("Goldman Sachs") has been engaged by the Board of Directors of Banco Santander S.A. (‘Santander S.A") to perform the financial analyses contained in this valuation report (including such
Slide 73: Disclaimer (2/3)
FREE TRANSLATION INTO ENGLISH Disclaimer (2/3) INVESTMENT BANKING Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various pe
Slide 74: Disclaimer (3/3)
FREE TRANSLATION INTO ENGLISH Disclaimer (3/3) INVESTMENT BANKING) Goldman Sachs' role in any due diligence review is limited solaly to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of Santander S.A. or Santander Brasil. Analyse
Slide 75: Table of Contents
Table of Contents FREE TRANSLATION INTO ENGLISH INVESTMENT BANKING DIVISION I. Executive Summary I. Information on Goldman Sachs Ill. Information on the Companies 14 lV. | Summary of Valuation Analyses 18 A. Santander S.A. 23 i) Volume Weighted Average Share Price ii) Book Value per Share 25 iii) Co
Slide 76: I. Executive Summary
FREE TRANSLATION INTO ENGLISH golaman INVESTMENT BANKING DIVISION |. Executive Summary
Slide 77: Executive Summary
FREE TRANSLATION INTO ENGLISH ldman 7 INVESTMENT BANKING Es) Executive Summary aval "= Goldman Sachs has been engaged by Santander S.A. to prepare this Valuation Report with respect to a voluntary offer by Santander S.A. to holders of units as well as common and preferred shares of Santander Brasil,
Slide 78: Executive Summary (Cont'd)
Sat iman S FREE TRANSLATION INTO ENGLISH Executive Summary (Cont’d) Ree eon ™ The Exchange Ratios resulting from the different methodologies applied by Goldman Sachs, assuming the Bonus Share and Reverse Split are effective before the launch of the Exchange Offer, are presented below: Volume Weighte
Slide 79: II. Information on Goldman Sachs
FREE TRANSLATION INTO ENGLISH golaman INVESTMENT BANKING achs DIVISION Il. Information on Goldman Sachs
Slide 80: Information on Goldman Sachs – Selected Credentials
FREE TRANSLATION INTO ENGLISH i) Information on Goldman Sachs INVESTMENT BANKING Selected Credentials DIVISION = Goldman Sachs is a leading global investment banking, securities and investment management firm that provides a wide range of services worldwide to a substantial and diversified client ba
Slide 81: Professionals and Internal Approval Process (1/2)
Slide 82: Professionals and Internal Approval Process (2/2)
Slide 83: Important Disclosures
Slide 84: III. Information on the Companies
Slide 85: Overview of Santander S.A.
Slide 86: Overview of Santander Brasil
Slide 87: Summary Views on Financial Institutions
Slide 88: IV. Summary of Valuation Analyses
Slide 89: Methodologies and Parameters
Slide 90: Summary of Valuation Analyses for Santander S.A.
Slide 91: Summary of Valuation Analyses for Santander Brasil
Slide 92: Summary of Valuation Analyses for Santander Brasil – Exchange Ratio
Slide 93: A. Santander S.A. – Volume Weighted Average Share Price
Slide 94: Volume Weighted Average Share Price – Santander S.A.
Slide 95: ii) Book Value per Share
Slide 96: Book Value per Share – Santander S.A.
Slide 97: iii) Comparable Trading Multiples
Slide 98: Comparable Trading Multiples Methodology – Santander S.A.
Slide 99: Analyst Earnings per Share Estimates – Santander S.A.
Slide 100: Comparable Trading Multiple Analysis – Santander S.A.
Slide 101: B. Santander Brasil – Volume Weighted Average Share Price
Slide 102: Volume Weighted Average Unit Price – SANB11
Slide 103: Volume Weighted Average Share Price – SANB4
Slide 104: Volume Weighted Average Share Price – SANB3
Slide 105: ii) Book Value per Share
Slide 106: Book Value per Share and Unit – Santander Brasil
Slide 107: iii) Comparable Trading Multiples
Slide 108: Comparable Trading Multiples Methodology – Santander Brasil
Slide 109: Analyst Earnings per Unit Estimates – Santander Brasil
Slide 110: Comparable Trading Multiples Analysis – Santander Brasil
Slide 111: Comparison of Selected Santander Brasil Peers
Slide 112: Comparison of Selected Santander S.A. Peers
Slide 113: Description of Selected Peers – Santander S.A.
Slide 114: Description of Selected Peers (Cont'd) – Santander S.A.
Slide 115: Appendix A: Glossary
Slide 116: Glossary
Banco Santander (Brasil) — Merger or Acquisition (May 2014) on 6ix