MANUAL FOR ATTENDANCE AT THE ORDINARY AND EXTRAORDINARY GENERAL MEETINGS
April 25, 2025
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INVITATION FROM
MANAGEMENT
CALL
NOTICE
ATTENDANCE
AT THE MEETING
INFORMATIONS
ABOUT THE AGENDA
EXHIBITS:
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TEMPLATE OF |
POWER OF ATTORNEY |
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II |
CURRICULUM VITAE OF THE INDICATED |
CANDIDATES TO COMPOSE THE BOARD |
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OF DIRECTORS |
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III |
COMPANY'S CONSOLIDATED |
BYLAWS |
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1. INVITATION FROM MANAGEMENT
Dear Shareholder,
It is with great pleasure that I invite you, a shareholder of Santander Brasil, to participate in our Ordinary and Extraordinary General Meetings ("OEGM").
This Manual was prepared to assist you in understanding the matters presented, providing a conscious and reasoned decision-making process, anticipating possible clarifications and voting guidelines.
In order to facilitate your analysis and appreciation of the matters to be resolved, this Manual includes the information made available in addition to the Call Notice.
This Manual must be read together with the Management Proposal and other documents related to our General Meeting, available on the Company's investor relations website (www.ri.santander.com.br), on the CVM website (www.cvm .gov.br) and on the B3 website (www.b3.com.br).
We are at your disposal to clarify any questions through the emails acionistas@santander.com.br oriented at non-financial individual and corporate investors and ri@santander.com.br for institutional investors.
We hope that this Manual fulfills its purpose in assisting your decision making. Your participation is essential for the Company.
DATE & TIME
04/25/2025 3 PM (BRT)
LOCAL
Avenida Presidente Juscelino
Kubitschek nº 2041 - 2º
mezanino, Vila Nova Conceição,
São Paulo/SP
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2. CALL NOTICE
BANCO SANTANDER (BRASIL) S.A.
Publicly-Held Company with Authorized Capital
CNPJ/MF 90.400.888/0001-42 - NIRE 35.300.332.067
CALL NOTICE - ORDINARY AND EXTRAORDINARY GENERAL MEETINGS - Shareholders are hereby invited to attend the Ordinary and Extraordinary General Meetings ("OEGM") to be held on April 25, 2025, at 3:00 PM, at the principal place of business of the Company, located at Avenida Presidente Juscelino Kubitschek No. 2041 - 2nd mezzanine, Vila Nova Conceição, São Paulo/SP, to resolve upon the following Agenda:
At the Ordinary General Meeting:
- 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;
- To DECIDE on the allocation of net income for the year 2024 and the distribution of dividends;
- To FIX the number of members that will compose the Board of Directors in the term of office from 2025 to 2027;
- To ELECT the members of the Company's Board of Directors for a term of office from 2025 to 2027; and
- To FIX the annual global compensation of the Company´s management and members of Audit Committee for the year of 2025.
At the Extraordinary General Meeting:
- 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
- To CONSOLIDATE the Company's Bylaws
Observations for participation and Voting during the Meeting
Participation in the Meeting: Shareholders, their legal representatives or attorneys- in-fact may participate in the Meeting in any of the following ways:
In person: The shareholders or their legal representatives shall present themselves for the OEGM with the appropriate identity documents. In the event of representation of a shareholder by an attorney-in-fact, shareholders shall provide the Company with a power of attorney granted according to the applicable law, to be delivered at the Company's Headquarters, at least seventy-two (72) hours before the OEGM is held;
Remote Voting Ballot: the Company implemented the remote voting system pursuant to CVM Resolution 81/22, as amended, enabling our Shareholders to send remote voting ballots directly to the Company, to the bookkeeper or through their respective custodian agents, in accordance with the procedures described in the General Meeting Participation Manual.
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2. CALL NOTICE
As provided for in Article 5, § 4, of CVM Resolution No. 81/22, with the amendments introduced by CVM Resolutions No. 59/21 and 204/24, the Company understands that holding the OEGM in person allows for a closer environment between shareholders and the attending Company's management, facilitating the clarification of doubts and the discussion of relevant matters, enabling a closer environment to deliberations and decision-making. In addition, it ensures greater security in the transmission of information, avoiding risks associated with technical or cyber failures.
In this sense, the Company recommends and encourages the participation of its shareholders in its Meetings, using the various participation channels made available, whether through the use of remote voting instruments, through the available electronic means or even by sending written votes to the Company or granting standardized proxies with voting instructions, in accordance with the instructions made available in the Management Proposal for the Ordinary and Extraordinary General Meetings of April 25, 2025.
General Instructions
1. As provided in CVM Resolution No. 70/22, the minimum percentage of participation in the voting capital required for the application of the cumulative voting process (processo de voto múltiplo) for the election of the members of the Board of Directors is of 5%;
- As provided in § 2 of article 161 of Law No. 6,404/76 and art. 4 of CVM Resolution No. 70/22, the installation of a Fiscal Council by the General Meeting shall occur at the request of shareholders representing at least 2% (two percent) of the common shares, or 1% (one per cent) of preferred shares;
- The documents related to the matters to be examined and resolved at the OEGM are available to shareholders (i) at the Company's headquarters, at Avenida Presidente Juscelino Kubitschek, nº 2041, Wtorre JK, 9th floor - Corporate Legal Department, where they can be consulted on business days, from 10:00 a.m. until 4:00 p.m., and on its investor relations website (www.ri.santander.com.br - at Corporate Governance >> Minutes of the Meeting); (ii) on the website of the CMV - Comissão de Valores Mobiliários (www.cvm.gov.br) and (iii) on the website of the stock exchange B3 S.A. - Brasil, Bolsa, Balcão (http://www.b3.com.br).
São Paulo, March 24, 2025 .
Deborah Stern Vieitas
Chairwoman of the Board of Directors.
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3. ATTENDANCE AT THE MEETING
Santander Brasil shareholders may participate in the OEGM in person or by proxy, as specified in item 3.2 below or even by Remote Voting Ballot. Shareholders will be required to provide the following documents to participate in the OEGM.
Individual: |
Legal entity: |
Investment fund: |
- identity document with photo (original or copy)
- proof of ownership of the shares issued by the Company, issued by the depository and/or custodian financial institution (original or copy)
3.1. In-person Participation
- corporate documents that prove the legal representation of the shareholder (original or copy)
- legal representative's identity document with photo (original or copy)
- identity document of the legal representative of the Investment Fund's manager (or of the manager, as the case may be) with photo (original or copy)
- simple copy of the last consolidated bylaws of the fund and of the Articles of Association or Organization of its manager, in addition to the corporate documentation granting powers of representation (minutes of election of the officers and/or power of attorney)
Santander Brasil shareholders may participate in the OEGM by attending the place where it will be held and declaring their vote, according to the types of shares they own (common and/or preferred), and the matters to be voted on.
Corporate shareholders, such as companies and investment funds, shall be represented in accordance with their Articles of Association, Articles of Organization or Bylaws, delivering documents proving the regularity of the representation, accompanied by the Minutes of the election of the Managers, if applicable, at the place and term indicated in the item below. Prior to the OEGM, the shareholders shall sign the Attendance Book. Shareholders without voting rights may attend the OEGM and discuss all matters submitted for resolution.
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3. ATTENDANCE AT THE MEETING
3.2. Participation by Proxy
The shareholder may be represented at the OEGM by an attorney-in-fact, duly appointed under a public or private instrument, and pursuant to article 126, § 1 of the Corporations Act, the attorneys-in-fact shall have been appointed less than one (1) year ago, and they shall be (i) shareholders of the Company, (ii) managers of the Company, (iii) lawyers, or (iv) financial institutions, with the investment fund's manager being responsible for representing the quota holders.
The originals or copies of the documents mentioned above may be delivered at the Company's principal place of business by the time the OEGM is held.
However, in order to facilitate shareholders' access to the OEGM, we recommend that the delivery of such documents be made at least seventy-two (72) hours before the OEGM is held.
In the case of submittal of documents via email, we request that the shareholder contact the Company, so that the originals or copies can be delivered by the day the OEGM is held.
In case the Shareholder is unable to attend the OEGM or cannot yet be represented by an attorney-in-fact of his/her/their choice, the Company will make available an attorney-in-fact to vote for the shareholder, in accordance with his/her/their voting instructions, according to the power of attorney template in Exhibit 1 to this Manual.
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3. ATTENDANCE AT THE MEETING
Furthermore, it should be noted that in addition to the power of attorney, the shareholder shall forward the documents required by the Company to participate in the OEGM, as provided for in item 3 above.
The documents shall be delivered at the Company's principal place of business, at Avenida Presidente Juscelino Kubitschek, No. 2041 - Bloco A - Vila Nova Conceição - São Paulo - SP, 9th floor - Corporate - Legal Department, email: rafael.faria@santander.com.br.
3.3. Remote Voting Participation
Pursuant to articles 26 et seq. of CVM Resolution No. 81/22, the Company's shareholders may also vote at shareholders' meetings by means of remote voting, to be formalized through the "remote voting ballot" ("Ballot"), the template of which is available in the Corporate Governance area of the Company's Investor Relations website (www.ri.santander.com.br), or on the website of the Brazilian Securities and Exchange Commission - CVM (http://sistemas.cvm.gov.br/?CiaDoc).
The shareholder that chooses to exercise his/her/their voting rights remotely shall do so by one of the options described below:
(I) Submittal of the Ballot to Custody agents or Central Depository
The Shareholder that chooses to cast remote voting through his/her/its respective custodian agent ("Custodian") shall convey his/her/their voting instructions in accordance to the rules determined by the Custodian, which shall forward said voting ballots to the Central Depository of B3 S.A. - Brasil, Bolsa, Balcão. Shareholders shall contact his/her/their respective Custodians and Central Depository to check the procedures established by them for issuance of ballot voting instructions, as well as the documents and information required to do so.
The Shareholder shall convey the instructions for completion of the Ballot to his/her/their Custody agents by 04/22/2025 (including), unless defined otherwise by them.
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3. ATTENDANCE AT THE MEETING
- Submittal of the Ballot by the Shareholder to the Bookkeeper
The Shareholder who chooses to cast the remote vote through the Company's Bookkeeper shall observe the following instructions, so that the Ballot can be deemed valid and the votes are counted:
- all fields shall be duly completed;
- all pages shall be initialed;
- the last page shall be signed by the Shareholder or his/her/their legal representative(s), as applicable, and in accordance with the applicable legislation.
The same documents listed at the beginning of this section for Individuals, Legal Entities and Investment Funds must be sent to the Bookkeeper up to 4 days before the date of the OEGM, in the other words, by 04/22/2025 (including)(i) at the following address: Banco Santander (Brasil) S.A. - Shareholders - Bookkeeping of Shares - Rua Amador Bueno, 474 - 2nd floor - Setor vermelho - Santo Amaro - São Paulo/SP - CEP 04752- 005; or (ii) via email, to the electronic address acoes@santander.com.br.
After receiving the documents, the Bookkeeper, within three (3) days, will inform the Shareholder regarding the receipt of the documents and their acceptance. If the submitted documentation is not considered suitable, the Ballot shall be considered invalid, and the Shareholder may regularize it by 04/22/2025 (including).
Remote voting ballots received by the Bookkeeper after 04/22/2025 shall be disregarded.
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3. ATTENDANCE AT THE MEETING
- Submittal of the remote voting ballot directly to the Company
The Shareholder who chooses to cast the remote vote through the Company shall observe the following instructions, so that the Ballot can be deemed valid and the votes are counted:
- all fields shall be duly completed;
- all pages shall be initialed;
- the last page shall be signed by the Shareholder or his/her/its legal representative(s), as applicable, and in accordance with the applicable legislation.
The same documents listed at the beginning of this section for Individuals, Legal Entities and Investment Funds must be sent to the Company up to 4 days before the date of the OEGM, in the other words, by 04.22.2025 (including) (i) at the following address: Banco Santander (Brasil) S.A. - Relações com Investidores - Avenida Presidente Juscelino Kubitscheck, 2041 - 26º andar - Vila Nova Conceição - São Paulo/SP - CEP 04543-011; or (ii) via email, to the electronic address ri@santander.com.br.
After receiving the documents, the Company, within three (3) days, will inform the Shareholder regarding the receipt of the documents and their acceptance. If the submitted documentation is not considered suitable, the Ballot shall be considered invalid, and the Shareholder may regularize it by 04/22/2025 (including).
Remote voting ballots received by the Bookkeeper after 04/22/2025 shall be disregarded.
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Attachments
Disclaimer
Banco Santander (Brasil) SA published this content on March 24, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 24, 2025 at 23:50:16.383.