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 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 Directors Meeting held on May 02, 2024
DATE, TIME AND PLACE: On May 02, 2024, at 4:30 p.m., by conference call, 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 ATTENDANCE: The call was waived in view of the attendance of all members of the Board of Directors.
MEETING BOARD: Deborah Stern Vieitas, Chair of the Board. Daniel Pareto, Secretary of the Board.
AGENDA: To resolve on: (i) the election of the members of the Company's Audit Committee for a new term of office; (ii) the election of a new member of the Company's Risk and Compliance Committee; and (iii) the election of a new member of the Company's Remuneration Committee.
RESOLUTIONS: After due clarification, the present members of the Board of Directors, unanimously, APPROVED:
(i) the election, pursuant to Article 17, XXI, of the Company's Bylaws and the favorable recommendation of the Nominating and Governance Committee, to compose the Company's Audit Committee, for a term of office of one (1) year, which shall extend until the investiture of the elected persons at the first meeting of the Board of Directors being held after the 2025 Ordinary Shareholders Meeting, namely: Mr. Pedro Augusto de Melo, Brazilian, married, accountant, holder of identity card RG No. 8.343.735-6, registered with the CPF/MF under No. 011.512.108-03, as Coordinator, pursuant to paragraph 3 of article 30 of the Company's Bylaws; Mrs. Maria Elena Cardoso Figueira, Brazilian, divorced, economist, holder of identity card RG No. 06.999.925-8 DIC/RJ, registered with the CPF/MF under No. 013.908.247-64, as a qualified technical member, pursuant to article 9, paragraph 6 of CMN Resolution No. 4,910/2021; Mrs. Andrea Maria Ramos Leonel, Brazilian, divorced, bachelor's degree in economics, holder of the RG Identity Card No. 084716873 SSP/SP, registered with the CPF/MF under No. 104.434.358-39; Mr. Luiz Carlos Nannini, Brazilian, married, accountant, holder of identity card RG No. 9.221.586-5 SSP/SP, registered with the CPF/MF under No. 038.563.538-95; and Mr. René Luiz Grande, Brazilian, married, economist, holder of identity card RG No. 6.309.316-9-SSP/SP, registered with the CPF/MF under No. 583.893.348-87, as members, all with business address at Avenida Presidente Juscelino Kubitschek, n.º 2041, CJ 281, Bloco A, Cond. Wtorre JK, Vila Nova Conceição, São Paulo/SP, CEP 04543-011;
(ii) the election, pursuant to Article 14, paragraph 6, of the Company's Bylaws and the favorable recommendation of the Nominating and Governance Committee, for a complementary term of office until the investiture of the elected persons at the first meeting of the Board of Directors being held after the 2025 Ordinary Shareholders Meeting, of Ms. Deborah Stern Vieitas, Brazilian, single, adult, public administrator and journalist, holder of identity card RG No. 3.839.280-X SSP/SP, registered with the CPF/MF under No.
[Free English Translation]
013.968.828-55, with business address at Avenida Presidente Juscelino Kubitschek nº 2041 and 2235 – Bloco A – Vila Olímpia, São Paulo/SP, as a member of the Company's Risk and Compliance Committee. In view of this appointment, the composition of the Risk and Compliance Committee is confirmed, all with a term of office until the investiture of the elected persons at the first meeting of the Board of Directors being held after the 2025 Ordinary Shareholders Meeting, namely: Mr. José de Paiva Ferreira, Portuguese, married, business administrator, holder of RNE Identity Card for Foreigners No. W274948-B, registered with the CPF/MF under No. 007.805.468-06, as Coordinator; Mrs. Deborah Stern Vieitas, Brazilian, single, adult, public administrator and journalist, holder of identity card RG No. 3.839.280-X SSP/SP, registered with the CPF/MF under No. 013.968.828-55; Mr. Jaime Leôncio Singer, Brazilian, married, business administrator, holder of identity card RG No. 39.874.333-2 SSP/SP, registered with the CPF/MF under No. 352.705.005-15; and Mr. José Mauricio Pereira Coelho, Brazilian, married, accountant, holder of identity card RG No. 06.109.071-81-IFP/RJ and registered with the CPF/MF under No. 853.535.907-91, as Members, all with business address at Avenida Presidente Juscelino Kubitschek nº 2041, CJ 281, Bloco A, Cond. Wtorre JK - Vila Nova Conceição, CEP 04543-011, São Paulo/SP; and
(iii) the election, pursuant to Article 14, paragraph 6, of the Company's Bylaws and the favorable recommendation of the Nominating and Governance Committee, for a complementary term of office until the investiture of the elected persons at the first meeting of the Board of Directors being held after the 2025 Ordinary Shareholders Meeting, of Ms. Vanessa de Souza Lobato Barbosa, Brazilian, married, business administrator, holder of Identity Card RG No. MG-4.375.275 SSP/MG, registered with the CPF/MF under No. 758.525.866-68, with business address at Avenida Presidente Juscelino Kubitschek nº 2041 and 2235 – Bloco A – Vila Olímpia, São Paulo/SP, as a member of the Company's Compensation Committee. In view of this appointment, the composition of the Remuneration Committee is confirmed, all with a term of office until the investiture of the elected persons at the first meeting of the Board of Directors being held after the 2025 Ordinary Shareholders Meeting, Mrs. Deborah Patricia Wright, Brazilian, divorced, business administrator, holder of identity card RG No. 9.252.907-0 SSP/SP, registered with the CPF/MF under No. 031.544.298-08, as Coordinator; Mrs. Deborah Stern Vieitas, Brazilian, single, adult, public administrator and journalist, holder of identity card RG No. 3.839.280-X SSP/SP, registered with the CPF/MF under No. 013.968.828-55; Mrs. Vanessa de Souza Lobato Barbosa, Brazilian, married, business administrator, holder of Identity Card RG No. MG-4.375.275 SSP/MG, registered with the CPF/MF under No. 758.525.866-68; and Mr. Luiz Fernando Sanzogo Giorgi, Brazilian, divorced, business administrator, holder of identity card RG No. 7.346.613-X SSP/SP, registered with the CPF/MF under No. 064.116.138-77; as Members.
It was recorded in the minutes that:
(a) the members appointed herein declare that they are not involved in any crime provided for by law that prevents them from engaging in commercial activities, especially those mentioned in article 147 of the Brazilian Corporation Law;
(b) the members of the Audit Committee appointed herein declare that they meet the requirements established in CMN Resolution No. 4,970/2021, as well as CMN Resolution No. 4,910/2021, and will only be sworn into their respective positions after the ratification of their elections by the Central Bank of Brazil; and
[Free English Translation]
(c) the member of the Remuneration Committee appointed herein declares that he/she meets the requirements established in CMN Resolution No. 3,921/2010.
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 - Chairman. Daniel Pareto - Secretary of the Board. Board Members: Ms. Deborah Stern Vieitas – President; Mr. José Antonio Alvarez Alvarez – Vice-President; and Messrs. 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 – Board of Directors. São Paulo, May 02, 2024.
This is a true copy of the minutes drawn up in a proper book.
Daniel Pareto
Secretary
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Banco Santander (Brasil) S.A. | ||
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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 |
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