SECURITIES AND EXCHANGE COMMISSION
Commission File Number: 001-34476
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil
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BANCO SANTANDER (BRASIL) S.A.
Public Company with Authorized Capital
Corporate Taxpayer´s Registry No. 90.400.888/0001-42
Company Registry No. 35.300.332.067
Minutes of the Board of Director’s Meeting
held on March 24, 2025
DATE, TIME AND PLACE: On March 24, 2025, at 5:30 p.m., by videoconference, the Board of Directors of Banco Santander (Brasil) S.A. (“Company” or “Santander”) have met, with the attendance of all of its members.
CALL NOTICE AND NOTICE: The call notice was dismissed due to the attendance of the Directors fully representing the Company’s Board of Directors.
MEETING BOARD: Deborah Stern Vieitas, Chairman. Daniel Pareto, Secretary.
AGENDA: To take resolution about the approval of the Administration Proposal to call the Ordinary and Extraordinary General Meetings to be held cumulatively on April 25, 2025, at 3:00 PM (“Administration Proposal”).
RESOLUTIONS: Made the necessary clarifications, the members of the Board of Directors unanimously approved the Administration Proposal to call the Ordinary and Extraordinary General Meetings to be held cumulatively on April 25, 2025, at 3:00 PM. to resolve on the following matters:
(i) | At the Ordinary General Meeting: (i) To TAKE the management accounts, to examine, discuss and vote on the Company’s Financial Statements related to the fiscal year ended on December 31, 2024, accompanied by the Management Report, the balance sheet, other parts of the financial statements, external auditors’ opinion and the Audit Committee Report; (ii) To DECIDE on the allocation of net income for the year 2024 and the distribution of dividends; (iii) To FIX the number of members that will compose the Board of Directors in the term of office from 2025 to 2027; (iv) To ELECT the members of the Company's Board of Directors for a term of office from 2025 to 2027; and (v) To FIX the annual global compensation of the Company´s management and members of Audit Committee for the year of 2025; and |
(ii) | At the Extraordinary General Meeting: (i) To AMEND art. 30 of the Company’s Bylaws, to adapt the rules for the composition and term of office of the Audit Committee to the Central Bank of Brazil’s standard – CMN Resolution 4,910/21; and (ii) To CONSOLIDATE the Company’s Bylaws. |
ADJOURNMENT: There being no further matters to be resolved, the Meeting was finalized, and these minutes have been prepared and send to be electronically signed by the attendees. Board: Deborah Stern Vieitas, Chairwoman. Daniel Pareto, Secretary. Signatures: Mrs. Deborah Stern Vieitas – Chairwoman; Mr. Javier Maldonado Trinchant – Vice Chairman; and Messrs. Cristiana Almeida Pipponzi, Cristina San Jose Brosa, Deborah Patricia Wright, Ede Ilson Viani, José de Paiva Ferreira, Marília Artimonte Rocca, Mario Roberto Opice Leão, Pedro Augusto de Melo and Vanessa de Souza Lobato Barbosa – Directors. São Paulo, March 24, 2025.
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.
Daniel Pareto
Secretary
Banco Santander (Brasil) S.A. | ||
By: |
/S/ Reginaldo Antonio Ribeiro
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Reginaldo Antonio Ribeiro Officer without specific designation |
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By: |
/S/ Gustavo Alejo Viviani
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Gustavo Alejo Viviani Vice - President Executive Officer |