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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 20, 2024
DATE, TIME AND PLACE: On March 20, 2024, at 5 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: (i) the acknowledgment of the resignation of Mr. Angel Santodomingo Martell to the role of Member of the Board of Directors, with effect from April 26,2024; and (ii) the approval of the Administration Proposal to call the Ordinary and Extraordinary General Meetings to be held cumulatively on April 26, 2024, at 3:00 PM (“Administration Proposal”).
RESOLUTIONS: Made the necessary clarifications, the members of the Board of Directors unanimously:
(i) ACKNOWLEDGED the resignation request, with effect from April 26, 2024, of Mr. Angel Santodomingo Martell, Spanish citizen, married, economist, bearer of the identity card RNM nº G033621-T, registered with the Individual Taxpayers’ Roll (“CPF/MF”) nº 237.035.738-05, to the role of Member of the Board of Directors, as presented in the letter sent to the Company on this date; and
(ii) APPROVED the Administration Proposal to call the Ordinary and Extraordinary General Meetings to be held cumulatively on April 26, 2024, at 3:00 PM. to resolve on the following matters: (I) At the Ordinary General Meeting: (a) 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, 2023, accompanied by the Management Report, the balance sheet, other parts of the financial statements, external auditors’ opinion and the Audit Committee Report; (b) To DECIDE on the allocation of net income for the year 2023 and the distribution of dividends; and (c) To FIX the annual global compensation of the Company´s management and members of Audit Committee; and (II) At the Extraordinary General Meeting: (a)To ELECT a new member to compose the Company’s Board of Directors; (b) To CONFIRM the composition of the Company’s Board of Directors; (c) To INCREASE the Company’s share capital, in the amount of R$ 10,000,000,000.00 (ten billion Reais), without the issuance of new shares, through the capitalization of part of the balance of the Company’s statutory profit reserve; (d) To AMEND the caput of article 5 of the Company’s Bylaws to reflect the increase in its capital stock, if approved; (e) To CONSOLIDATE the Company’s Bylaws; and (f) To AMEND the wording of article 7.2 of the Company’s Long Term Incentive General Plan, approved at the Extraordinary General Meeting held on December 21, 2016.
Finally, the directors thanked Mr. Angel Santodomingo Martell for his valuable contributions to the Company during the period he was part of its Board of Directors.
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, President. Daniel Pareto, Secretary. Signatures: Mrs. Deborah Stern Vieitas – President; Mr. José Antonio Alvarez Alvarez – Vice President; and Messrs. Angel Santodomingo Martell, Cristiana Almeida Pipponzi, Deborah Patricia Wright, Ede Ilson Viani, José de Paiva Ferreira, José Garcia Cantera, Marília Artimonte Rocca, Mario Roberto Opice Leão and Pedro Augusto de Melo – Directors. São Paulo, March 20, 2024.
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 |