Banco Santander Brasil (BSBR) sets June 30 EGM to approve Esfera merger
Rhea-AI Filing Summary
Banco Santander (Brasil) S.A. is convening an Extraordinary General Meeting on June 30, 2026 at 3:00 p.m. in São Paulo to decide on merging its loyalty company Esfera Fidelidade S.A. into the bank. Shareholders will vote to ratify the independent appraisal, approve the appraisal report, approve the merger protocol and justification, and formally approve the merger under Brazilian corporate law. The agenda also includes authorizing management to take all actions needed to implement these decisions. The bank explains participation can be in person or via Brazil’s remote voting system, and outlines legal thresholds for cumulative voting and installing a Fiscal Council, while directing shareholders to detailed materials on its website and at its headquarters.
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Insights
BSBR seeks shareholder approval for an intragroup merger of its Esfera loyalty business.
Banco Santander (Brasil) plans an Extraordinary General Meeting on June 30, 2026 to approve the merger of Esfera Fidelidade S.A. into the bank. The steps follow Brazilian law, including an independent Appraisal Report and a formal merger protocol.
This is a governance and corporate-structure move rather than a disclosed financial event in the excerpt. It consolidates Esfera inside the listed entity, but no valuation, earnings impact or consideration are detailed here, so investors only see that the legal and procedural approvals are being organized.
The notice also details shareholder rights mechanics. Cumulative voting for the Board of Directors requires at least 5% of voting capital, while installing a Fiscal Council needs shareholders representing 2% of common or 1% of preferred shares. Future company materials and meeting minutes will be key to understanding any quantified impact of the Esfera merger.
Key Figures
Key Terms
Extraordinary General Meeting financial
Appraisal Report financial
Protocol and Justification of the Merger of Esfera financial
cumulative voting process financial
Fiscal Council financial
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):
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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):
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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:
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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
CALL NOTICE - EXTRAORDINARY GENERAL MEETING - Shareholders are hereby invited to attend the Extraordinary General Meeting ("EGM") to be held on June 30, 2026, at 3:00 p.m., at Banco Santander (Brasil) S.A. (“Santander Brasil” or “Company”) headquarters, located at Avenida Presidente Juscelino Kubitschek nº 2041 – mezzanine, Vila Nova Conceição, São Paulo/SP, to resolve on the following Agenda:
(a) To ratify the hiring of PricewaterhouseCoopers Auditores Independentes Ltda., as a specialized company responsible for preparing the appraisal report of Esfera Fidelidade S.A (“Appraisal Report” and “Esfera” respectively);
(b) To approve the Appraisal Report;
(c) To approve the Private Instrument of Protocol and Justification of the Merger of Esfera, entered into on May 28, 2026 (“Protocol and Justification of the Merger of Esfera”);
(d) To approve the merger of Esfera into the Company, under the terms of the Protocol and Justification of the Merger of Esfera, pursuant to the article 227 of the Brazilian Law nº 6.404/76, as amended, (“Merger”); and
(e) If the previous matters are approved, authorize and ratify all the acts of the Company's management necessary for the effectiveness of the resolutions proposed and approved by the Company's shareholders.
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 or through their respective custodian agents, 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 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 Extraordinary General Meeting of June 30, 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, May 28, 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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