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BANCO SANTANDER (BRASIL) S.A.
Publicly-held Company with Authorized Capital
CNPJ/MF No. 90.400.888/0001-42
NIRE 35.300.332.067
NOTICE TO THE MARKET ON RELATED PARTY TRANSACTION
Banco Santander (Brasil) S.A., in compliance with Annex F of CVM Resolution No. 80, of March 29, 2022, as amended, inform to the market the following about related-party transactions:
| Name of the Parties |
· Banco Santander (Brasil) S.A. (“Company”) · Fr1st Tecnologia e Inovação Ltda (“F1rst”) · Santander Global Technology and Operations, S.L (“SGT”) |
| Description of the Transaction |
On January 1, 2020, the Parties entered into an Agreement that is in full force, for the leasing, execution and/or development of services and projects between SGT and the Company (“Framework Agreement”).
On November 17, 2020, the Parties signed Annex 2020BSBRSL01-8 to the Framework Agreement to formalize the contracting of software, infrastructure and license maintenance services.
On March 23, 2022, the Parties signed the Appendix to Annex 2020BSBRSL01-8, to formalize the conditions regarding the provision of services for the year 2022.
On June 13, 2023, the Parties signed the Appendix to Annex 2020BSBRSL01-8 ("Appendix"), to formalize the conditions regarding the provision of services for the year 2023. |
| Relationship with the issuer | The Parties have as common, direct, and indirect controller, as applicable, Banco Santander, S.A. (“Santander Spain”). |
| Purpose of the transaction | The Appendix signed between the Parties formalize, for the year 2023, the provision of global services focused on the provision of global services focused on software, infrastructure and license maintenance services aimed at systemic development through software acquisition and development, tool management and technological support services. |
| Description of the negotiation process informing (i) who was responsible for deciding on the contract, (ii) whether the decision was taken by the competent administration body; and (iii) the administrators who participated in the decision |
The contracting of services is defined in global and local committees, managed by executives who participate in the technical decision and cost approval.
The operation was carried out in compliance with the terms and conditions of the Policy for Transactions with Related Parties of the Company, especially item 5.1. There is no requirement in the Bylaws or the Policy for Transactions with Related Parties for approval by a statutory body. |
| Main Terms and Conditions | The adjusted amount to be paid will be €10,800,709.02 (ten million, eight hundred thousand, seven hundred and nine euros and two cents) for the services provided from January 1, 2023 to December 31, 2023. |
| Absence of withdrawal rights | Non applicable. |
| Participation of the related party, its partners or administrators in the decision-making process and negotiation of the transaction |
Santander Spain, its partners or managers did not participate in the decision or negotiation of the transaction with the Parties.
Santander Spain, its partners or managers did not participate in the decision or negotiation of the transaction with the Parties. |
| Reasons why the issuer´s management considers that the transaction was carried out on an arm’s length basis or sets forth adequate compensation | The transaction observed commutative conditions, on a strictly commercial basis, duly validated according to parameters and methodologies practiced by the market and parameterized in previous transactions of the same nature. |
São Paulo, June 16, 2023.
Gustavo Alejo Viviani
Investors Relations Officer
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Banco Santander (Brasil) S.A. | ||
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By: |
/S/ Andrea Marques de Almeida
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Andrea Marques de Almeida Executive Vice-President |
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By: |
/S/ Gustavo Alejo Viviane
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Gustavo Alejo Viviani Vice - President Executive Officer |
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