Banco Santander (brasil) S.a. · BMFBOVESPA:SANB3

Banco Santander (brasil) — Merger or Acquisition (May 2014)

84 slides from Banco Santander (brasil)'s merger presentation, May 9, 2014

  1. 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.

  2. Slide 2: Rothschild engagement letter

    May 7, 2014 Santander Brasil Av. Jusectino Kubistcheck, 2235 HIB ROTHSCHILD io Paulo — SP — 0443-011 Brazil Attn. Mr. Carlos Lopez Galan Dear Sir: Public Offering Project of Santander Spain [Projeto Oferta Piiblica do Santander Espanha| Appointment of N M Rothschild & Sons (Brasil) Limitada (“Rothsc

  3. Slide 3: Rothschild engagement letter (cont.)

    That it has proven experience in evaluating public companies, being fully qual ‘ge the preparation of the Appraisal Report and for the fulfillment of other req regarding the qualifications and experience, as provided in CVM Ruling No. 361 and other applicable rules; and © That it has the necessary p

  4. Slide 4: Remuneration

    2, Remuneration Rothschild’s remuneration in connection with the rendering of the Services will be of eight hundred thousand U.S. Dollars (USD 800,000.00), payable on the date of issuance of the ‘Appraisal Report, which under current legislation shall be paid by Santander Spain. Once Rothschild has

  5. Slide 5: Provision of Information

    4, Provision of Information | The Client agrees to provide to Rothschild all information concerning the business or affairs of the Companies, which Rothschild may require for the proper provision of the Services, and all such further information as Rothschild may reasonably request (all such informa

  6. Slide 6: Confidentiality

    6. Confidentiality The Client agrees that any recommendation that is presented by Rothschild will by exclusively for the purpose of the Service, not being, therefore, valid or applicable, in at for any purposes other than the Service purpose. ‘The Client acknowledges that, except for the Appraisal R

  7. Slide 7: Authorisation, Liabilities and Indemnity

    Rothschild is entitled to assume that any instructions, notices or requests (whether oral or in. ‘writing) have been properly authorised by Client if they are given or purported to be given by an individual or person who is or purports to be and is reasonably believed by Rothschild to be a director

  8. Slide 8: Validity of Contract Provisions; Termination

    included in (j) and (ii) of this definition, associated partnerships in which Rothschild and/or other Associates are partners. | 13. Validity of Contract Provisions If any of these terms shall be held to be invalid, illegal or unenforceable, such term or terms shall be deemed not to form part of thi

  9. Slide 9: Agreement terms and signature

    either oral or written, between Rothschild and the Client with respect to the subject matter hereof. The Client shall use its reasonable best efforts to cause any purchaser of all or bs of the Client’s assets to assume the Client’s obligations hereunder. ‘The Company understands that if Rothschild i

  10. Slide 10: 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

  11. Slide 11: 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

  12. Slide 12: 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

  13. Slide 13: 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

  14. Slide 14: 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

  15. Slide 15: 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

  16. Slide 16: 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

  17. Slide 17: 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

  18. Slide 18: 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

  19. Slide 19: 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

  20. Slide 20: 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

  21. Slide 21: 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

  22. Slide 22: 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

  23. Slide 23: 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

  24. Slide 24: 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

  25. Slide 25: 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

  26. Slide 26: 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

  27. Slide 27: 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

  28. Slide 28: 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.

  29. Slide 29: KPMG Brazil relevant experience in M&A

    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

  30. Slide 30: 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*

  31. Slide 31: Valuation methodology: DCF

    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

  32. Slide 32: Valuation methodology: average price and 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

  33. Slide 33: 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

  34. Slide 34: 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

  35. Slide 35: 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

  36. Slide 36: 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”)

  37. Slide 37: 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

  38. Slide 38: 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

  39. Slide 39: 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

  40. Slide 40: 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

  41. Slide 41: 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

  42. Slide 42: 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

  43. Slide 43: 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

  44. Slide 44: I. Executive Summary

    FREE TRANSLATION INTO ENGLISH golaman INVESTMENT BANKING DIVISION |. Executive Summary

  45. Slide 45: 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,

  46. Slide 46: 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

  47. Slide 47: II. Information on Goldman Sachs

    FREE TRANSLATION INTO ENGLISH golaman INVESTMENT BANKING achs DIVISION Il. Information on Goldman Sachs

  48. Slide 48: 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

  49. Slide 49: Professionals and Internal Approval Process (1/2)

    FREE TRANSLATION INTO ENGLISH i443) Information on Goldman Sachs INVESTMENT BANKING Professionals and Internal Approval Process (1/2) Internal Approval Process = The intemal process at Goldman Sachs carried out for this Valuation Report approval involved the following milestones: — Discussion of met

  50. Slide 50: Professionals and Internal Approval Process (2/2)

    FREE TRANSLATION INTO ENGLISH 44) Information on Goldman Sachs INVESTMENT BANKING Professionals and Internal Approval Process (2/2) ™ The professionals below were responsible for the execution of this Valuation Report Name _ Position ‘Summary Relevant Experience |= Antonio Pereira i the head of the

  51. Slide 51: Important Disclosures

    eng FREE TRANSLATION INTO ENGLISH Information on Goldman Sachs Eee isON Important Disclosures Important Disclosures by Goldman Sachs The table below summarizes the number of securities issued by Santander S.A. and Santander Brasil that Goldman Sachs, its affilates and persons related to Goldman Sach

  52. Slide 52: III. Information on the Companies

    FREE TRANSLATION INTO ENGLISH INVESTMENT BANKING DIVISION Ill. Information on the Companies

  53. Slide 53: Overview of Santander S.A.

    FREE TRANSLATION INTO ENGLISH 4a Overview of Santander S.A. INVESTMENT BANKING DIVISION Description Key Financials (€mm) © Sariander SA's financial soup opraing pincpaly in Span, the United Kingdom, Growth % Portugal, other European counties, Braz and oer Lan American counties 7" eee aoe — 202201319

  54. Slide 54: Overview of Santander Brasil

    4 Overview of Santander Brasil FREE TRANSLATION INTO ENGLISH INVESTMENT BANKING DIVISION Description "© Santander Brasil isa ful-service bank that was established by Grupo Santander in Brazil 1962 — Headquarters: So Paulo, Brazil — isthe 4tn largest bank by assets and has with a significant retail n

  55. Slide 55: Summary Views on Financial Institutions

    Summary Views on Financial Institutions FREE TRANSLATION INTO ENGLISH INVESTMENT BANKING DIVISION Brazil 1 Brazil's modest outlook for real GDP growth during 2014-2015, combined with deterioration of the fiscal policy and increased inflation pressure pose challenges for the Brazilian economy Despite

  56. Slide 56: IV. Summary of Valuation Analyses

    FREE TRANSLATION INTO ENGLISH oldman INVESTMENT BANKING DIVISION IV. Summary of Valuation Analyses

  57. Slide 57: Methodologies and Parameters

    FREE TRANSLATION INTO ENGLISH [4a Methodologies and Parameters INVESTMENT BANKING DIVISION As part of the Valuation Report with respect to Santander S.A. and Santander Brasil, Goldman Sachs have examined the following methodolos Volume Weighted Average Share Price and parameters Price of Santander S

  58. Slide 58: Summary of Valuation Analyses for Santander S.A.

    FREE TRANSLATION INTO ENGLISH <<} Summary of Valuation Analyses for Santander —_"Y&S™MENT BANKING S.A. Ilustrative Santander S.A. Equity Value (EUR Value per Share (EUR/share) Volume Weighted Avg. Share Price- 70,9 6.05 28-Apr-2013 to 28-Apr-2014" Volume Weighted? ‘Avg. Share Price - 83819 7.14 29-A

  59. Slide 59: Summary of Valuation Analyses for Santander Brasil

    FREE TRANSLATION INTO ENGLISH ‘<ij) Summary of Valuation Analyses for Santander —_"Y£S™MENT BANKING Brasil After Completion of the Bonus Share and Reverse Split’ Illustrative Santander Equity Value (R$ millions) Value per Unit (RS/unit) Volume Weighted ‘Avg.UnitPree- | 47,467 12.49 28-Apr-2013 0 28-

  60. Slide 60: Summary of Valuation Analyses: Exchange Ratio

    FREE TRANSLATION INTO ENGLISH 4a! Summary of Valuation Analyses for Santander _'"\V&STMENT BANKING DIVISION Brasil After Completion of the Bonus Share and Reverse Split! Exchange Ratio (SANB11/SAN) ‘Volume Weighted ‘Avg. Unit Prce- 0.68 x 28-Apr-2013 to 28-Apr-2014" Volume Weighted ‘Avg. Unit Price

  61. Slide 61: A. Santander S.A.: Volume Weighted Average Share Price

    FREE TRANSLATION INTO ENGLISH golaman INVESTMENT BANKING achs DIVISION A. Santander S.A. i) Volume Weighted Average Share Price

  62. Slide 62: Volume Weighted Average Share Price: Santander S.A.

    FREE TRANSLATION INTO ENGLISH oldman i i “i44) Volume Weighted Average Share Price Pee Vicon Santander S.A. Volume Weighted Average Share Price Volume Weighted Average Share Price (28-Apr-2013 — 28-Apr-2014) (29-Apr-2014) 75 400,000 725 Volume Weighted 1,000,000 ‘ig. sare ce eine 400,000 360,000 70

  63. Slide 63: ii) Book Value per Share

    FREE TRANSLATION INTO ENGLISH aman INVESTMENT BANKING DIVISION ii) Book Value per Share

  64. Slide 64: Book Value per Share: Santander S.A.

    FREE TRANSLATION INTO ENGLISH ldman INVESTMENT BANKING “44 Book Value per Share aes Santander S.A. (EUR in Millions, Except per Number of Shares and Share Values) March 31, 2014 Total Assets €1,168,718 Total Liabilities 1,086,197 Minority Interest 10,142 Equity Adjustments by Valuation (13,253) Shar

  65. Slide 65: iii) Comparable Trading Multiples

    FREE TRANSLATION INTO ENGLISH golaman INVESTMENT BANKING DIVISION iii) | Comparable Trading Multiples

  66. Slide 66: Comparable Trading Multiples Methodology

    FREE TRANSLATION INTO ENGLISH 4a! Comparable Trading Multiples Methodology INVESTMENT Bian Santander S.A. = Pursuant to CVM Instruction 361, Goldman Sachs selected the comparable trading multiples methodology (“Comparable Trading Multiples”), among the ones within this Valuation Report, in order to

  67. Slide 67: Analyst Earnings per Share Estimates

    FREE TRANSLATION INTO ENGLISH ldman i i INVESTMENT BANKING 44) Analyst Earnings per Share Estimates DIVISION Santander S.A. (EUR per Share) Estimates Brokers 2014E 2015€ 2016E “Goldman Sachs e057 e0et NA Ahorro 055 o7t NA Alphavalue 050 062 €072 Bankhaus Lampe 0.43 0.49 054 Barclays 0.38 0.49 0.59 B

  68. Slide 68: Comparable Trading Multiple Analysis

    eng FREE TRANSLATION INTO ENGLISH Comparable Trading Multiple Analysis Ee isIoN Santander S.A. (EUR per Share, unless Indicated Otherwise) Range @ 4.5% 2014E —2015E_——2016E. Average Min Max Equity Value (EUR) Pre" 13.2x 11.0x 95x EPS* €0.48 €0.64 ‘Source: Bloomberg as of April 28, 2014, IBES as of A

  69. Slide 69: B. Santander Brasil: Volume Weighted Average Share Price

    FREE TRANSLATION INTO ENGLISH golaman INVESTMENT BANKING achs DIVISION B. Santander Brasil i) Volume Weighted Average Share Price

  70. Slide 70: Volume Weighted Average Unit Price

    FREE TRANSLATION INTO ENGLISH “cs ) Volume Weighted Average Unit Price INVESTMENT BANKING DIVISION Santander Brasil - SANB11 Volume Weighted Average Unit Price Volume Weighted Average Unit Price (28-Apr-2013 — 28-Apr-2014) (29-Apr-2014) 140 20,000 1540 1,800,000 Volume Weighted Volume Weighted os ag

  71. Slide 71: Volume Weighted Average Share Price: SANB4

    FREE TRANSLATION INTO ENGLISH “| Volume Weighted Average Share Price Santander Brasil - SANB4 INVESTMENT BANKING DIVISION Volume Weighted Average Share Price (28-Apr-2013 — 28-Apr-2014) 0-14 1 Volume Weighted ‘Avg. Share Price: Rs0.12 014 0.13 Closing Price (R$/share) ia 4g 8 2 42 mmmnVolume = == SA

  72. Slide 72: Volume Weighted Average Share Price: SANB3

    FREE TRANSLATION INTO ENGLISH “| Volume Weighted Average Share Price INVESTMENT BANKING Santander Brasil - SANB3 Volume Weighted Average Share Price Volume Weighted Average Share Price (28-Apr-2013 — 28-Apr-2014) (29-Apr-2014) 014 46,000 0.14 7 Volume Weighted 4,500,000 ‘Aug. Share Price: 80.14 bed

  73. Slide 73: ii) Book Value per Share

    FREE TRANSLATION INTO ENGLISH golaman INVESTMENT BANKING DIVISION ii) Book Value per Share

  74. Slide 74: Book Value per Share and Unit

    FREE TRANSLATION INTO ENGLISH 44) Book Value per Share and Unit INVESTMENT BANKING Santander Brasil (R$ in Millions, Except per Number of Shares and Unit Values) March 31, 2014 Total Assets 457,736 Total Liabilities 380,794 Minority Interest 310 Shareholders’ Equity 76,633 Number of Units (00's)! 3,

  75. Slide 75: iii) Comparable Trading Multiples

    FREE TRANSLATION INTO ENGLISH golaman INVESTMENT BANKING DIVISION iii) | Comparable Trading Multiples

  76. Slide 76: Comparable Trading Multiples Methodology

    FREE TRANSLATION INTO ENGLISH [44 Comparable Trading Multiples Methodology INVESTMENT BANKING DIVISION Santander Brasil Pursuant to CVM Instruction 361, Goldman Sachs selected the comparable trading multiples methodology, among the ones within this Valuation Report, in order to estimate the economic

  77. Slide 77: Analyst Earnings Per Unit Estimates

    FREE TRANSLATION INTO ENGLISH Iman j i ] INVESTMENT BANKING 44) Analyst Earnings Per Unit Estimates aval Santander Brasil (R$ per Share) Estimates Brokers 2014E 2015E 2016E Goldman Sachs R$ 1.58 R$ 1.79 R$ 1.90 Banco do Brasil 1.60 175 NA Bofa Merrill Lynch 131 NA NA Bradesco 156 1.69 NA BTG Pactual

  78. Slide 78: Comparable Trading Multiples Analysis

    FREE TRANSLATION INTO ENGLISH man j i j INVESTMENT BANKING 4) Comparable Trading Multiples Analysis ag Santander Brasil (R$ per Share) Range @ 4.5% Equity Value (R$ mm) 2014E2015E_—_—2016E Average Max P/E (Median)* 98x 86x 77x Eps? R$ 1.31 R$ 4.71 ‘Source: Bloomberg as of Api 28, 2014, IBES as of Ap

  79. Slide 79: Comparison of Selected Santander Brasil Peers

    FREE TRANSLATION INTO ENGLISH 4 Comparison of Selected Santander Brasil Peers — '"V&S™MENT BANKING DIVISION (R$ in Millions, Except per Closing Price) Closing Price Equity EPS PE cet Cap (R$mm)'_2014E 2015E 2016E 2014E 2015E 2016E Tad-Unibanco 163,118 3.60 4.09 472 102 20x Tax Bradesco 139,665 339 3

  80. Slide 80: Comparison of Selected Santander S.A. Peers

    FREE TRANSLATION INTO ENGLISH iman 1 4a! Comparison of Selected Santander S.A. Peers eee VIsCn (In Millions, Except per Closing Price) Closing Price Equity EPS Pe 28-Apr-14 Market Cap (€mm)'_—_2014E 2015E. 2016E, 2014E. 2015E 2016E Lyi Banting Group a7 om oar 08 008 705 ae a6 Bards 2a sos om am 037

  81. Slide 81: Description of Selected Peers: Santander S.A.

  82. Slide 82: Description of Selected Peers (Cont'd)

  83. Slide 83: Appendix A: Glossary

  84. Slide 84: Glossary

Banco Santander (Brasil) — Merger or Acquisition (May 2014) on 6ix