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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[Free English Translation]
BANCO SANTANDER (BRASIL) S.A.
Public-Held Company with Authorized Capital
Corporate Taxpayer ID (CNPJ/MF) 90.400.888/0001-42
Company Registration (NIRE) 35.300.332.067
CALL NOTICE – ORDINARY AND EXTRAORDINARY GENERAL MEETING - The shareholders are hereby called to attend the Ordinary and Extraordinary General Meeting (“OEGM”) to be held on April 30, 2020, at 3 p.m., at the Banco Santander (Brasil) S.A. (“Santander Brasil” or “Company”) head offices, located in the City of São Paulo, State of São Paulo, at Avenida Presidente Juscelino Kubitschek No. 2235, 1º mezzanine, Vila Olímpia, to resolve on the following Agenda:
At the Ordinary Shareholders Meeting:
(i) To TAKE the management accounts, examining, discussing and voting the Company’s Financial Statements related to the fiscal year ended on December 31, 2019, together with 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 destination of the net profit of the fiscal year of 2019 and the distribution of dividends; and
(iii) To FIX the annual overall compensation of the Company´s management and members of Audit Committee.
At the Extraordinary Shareholders Meeting:
(i) To AMEND the wording of articles 2, 21, 22 and 24 of the Company's Bylaws, in order to modify the rules for the opening, transfer or closing of branches, offices or representative offices, in Brazil or overseas; and
(ii) Due to the deliberate in item (i), APPROVE the consolidation of the Company's Bylaws.
Attention:
Considering the effects of the Covid-19 Pandemic (the new Coronavirus) and the measures taken by the health and government authorities to contain the spread of such disease at the time of publication of this Call Notice, the Santander Brasil, ensuring the preservation of the health of its customers, employees and shareholders, advise against attending the Meeting in person. Our recommendation to shareholders is to make use of remote voting instruments, either by the electronic means available or by sending written votes to the Company or granting standardized powers of attorney with voting guidance, according to instructions provided in the Manual of the Shareholders Meeting.
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[Free English Translation]
General Instructions:
1. Pursuant to paragraph 2 of article 161 of Law 6404/76 and CVM Instruction No.324/00, the installation of the Fiscal Council by the General Meeting shall occur at the request of shareholders representing at least 2% (two percent) of the voting shares, or 1% (one percent) of the non-voting shares;
2. The shareholders or their legal representatives should attend the OEGM bringing the relevant identity documents. In the event of representation of a shareholder by means of a proxy, the shareholders shall deliver at the Company’s head office, no less than seventy-two (72) hours before the OEGMg, a power of attorney granted according to the law; and
3. The documents related to the matters to be analyzed at the OEGM are available to shareholders (i) at the Company’s head office, at Avenida Presidente Juscelino Kubitschek, No. 2041 and 2235 - Bloco A, Vila Olímpia, São Paulo/SP, 9th floor - Corporate Law Department, where they can be consulted, on business days, from 10:00 am to 4:00 pm, and also at its website (www.ri.santander.com.br – in Corporate Governance > Minutes and Management Meetings); (ii) at the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários), at Rua Sete de Setembro No. 111, 5th Floor, Consultation Center, Rio de Janeiro/RJ or at Rua Cincinato Braga No. 340, 2nd to 4th floors, Ed. Delta Plaza, São Paulo/SP and on its website (www.cvm.gov.br) and (iii) at the B3 S.A. – Brasil, Bolsa, Balcão, at Rua XV de Novembro No. 275, São Paulo/SP and on its website (www.b3.com.br); and
4. Remote Voting Form: the Company implemented the remote voting system in accordance with CVM Instruction 481/09, enabling Shareholders to send remote voting form directly to the Company, to the bookkeeping or their respective custodian, according to the procedures described in the Manual for Participation in Shareholder´s meeting.
São Paulo, March 30, 2020 – Álvaro Antonio Cardoso de Souza - Chairman of the Board of Directors.
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Banco Santander (Brasil) S.A. | ||
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By: |
/S/ Amancio Acurcio Gouveia
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Amancio Acurcio Gouveia Officer Without Specific Designation |
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By: |
/S/ Angel Santodomingo Martell
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Angel Santodomingo Martell Vice - President Executive Officer |
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