Santander Brasil calls vote on incentive plan wording
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Rhea-AI Filing Summary
Banco Santander (Brasil) S.A. (BSBR) has called an Extraordinary General Meeting for December 15, 2026, at 3:00 p.m. Shareholders will consider amending the wording of article 7.2 of the company’s Long Term Incentive General Plan, which was approved in 2016.
Shareholders may attend in person or submit remote voting ballots through the company, the bookkeeper, custodian agents or the Central Depository. A power of attorney for an in-person representative must be delivered at least 72 hours before the meeting. The notice sets a 5% voting-capital threshold for applying cumulative voting to elect directors, and thresholds of 2% of common shares or 1% of preferred shares to request installation of a Fiscal Council.
Key Figures
Key Terms
cumulative voting process regulatory
Fiscal Council regulatory
remote voting ballot technical
Long Term Incentive General Plan financial
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SECURITIES AND EXCHANGE COMMISSION
Commission File Number: 001-34476
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes _______ No ___X____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes _______ No ___X____
Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes _______ No ___X____
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
BANCO SANTANDER (BRASIL) S.A.
Publicly-Held Company of Authorized Capital
CNPJ/MF 90.400.888/0001-42 - NIRE 35.300.332.067
NOTICE OF MEETING –EXTRAORDINARY GENERAL MEETING - Shareholders are hereby invited to attend the Extraordinary General Meetings (“EGM”) to be held on December 15, 2026, at 3:00 PM, at the principal place of business of the Company, located at Avenida Presidente Juscelino Kubitschek No. 2041 – mezzanine, Vila Nova Conceição, São Paulo/SP, to resolve upon the following Agenda:
(a) 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.
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 EGM 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 EGM 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, to the respective custodian agents or to the Central Depository, in accordance with the procedures described in the General Meeting Participation Manual.
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 EGM 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 Meeting, 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 Extraordinary General Meeting of December 15, 2026.
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%;
2. 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; and
3. The documents related to the matters to be examined and resolved at the EGM 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 CVM – 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, November 13, 2026
Deborah Stern Vieitas
Chairwoman of the Board of Directors.
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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/ Carlos Ignacio Muñiz Gonzalez Blanch
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Carlos Ignacio Muñiz Gonzalez Blanch Vice - President Executive Officer |
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