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Banco Santander (Brasil) S.A. reports that its Board of Directors met by conference call on December 12, 2025 and unanimously reappointed Mrs. Adriana Cristina Papafilipakis Grazian as the Company’s Ombudsman for a new one-year term starting on that date. The Board acted in accordance with the Company’s bylaws and followed a favorable recommendation from the Nomination and Governance Committee issued on December 10, 2025, signaling continuity in the bank’s ombudsman function within its governance framework.
Banco Santander (Brasil) S.A. has issued subordinated financial bills totaling BRL 2,362,800,000.00 in a private transaction with investors. These instruments qualify as Tier II capital, meaning they strengthen the bank’s regulatory capital base rather than dilute shareholders. The financial bills have a 10-year maturity, with a repurchase option starting in 2030, and are structured to comply with Brazilian Central Bank Resolution No. 122. By adding to its Tier II Reference Equity, the bank increases its Tier II capitalization ratio, which supports its ability to absorb losses and sustain lending activity under regulatory capital rules.
Banco Santander (Brasil) S.A. furnished a report detailing the final voting results from its Extraordinary General Meeting held on November 28, 2025. The document consolidates votes cast both remotely and in person, listing each shareholder by the first five digits of their Brazilian tax ID, their holdings of common (ON) and preferred (PN) shares, and how they voted on six agenda items.
The voting map shows that most shareholders cast their ballots "For" the proposals, with some "Against" and "Abstain" votes recorded across the items. The report is provided in line with CVM Resolution No. 81/22, highlighting the company’s detailed disclosure of shareholder participation and voting behavior at this extraordinary meeting.
Banco Santander (Brasil) S.A. filed a Form 6-K to share the final detailed voting map from its Extraordinary General Meeting held on November 28, 2025. The report consolidates votes cast both remotely and in person on seven agenda items.
The tables list the first five digits of each shareholder’s Brazilian tax ID (CPF or CNPJ), their holdings in common (ON) and preferred (PN) shares, and how they voted (For, Against or Abstain) on each item. The disclosure also notes that items 2 and 7 were duplicated in the distance voting ballot. The document is signed in São Paulo on December 1, 2025 by senior officers, including the Investor Relations Officer.
Banco Santander (Brasil) S.A. reported that shareholders held an extraordinary general meeting and approved the merger of its subsidiary Santander Leasing S.A. Arrendamento Mercantil into the bank. The meeting had a strong installation quorum, with shareholders representing 95.32% of the voting capital.
Shareholders ratified the hiring of PricewaterhouseCoopers Auditores Independentes Ltda. to prepare the valuation report, approved that report, and approved the protocol and justification of the merger, all by large majorities of both common and preferred shares. They also confirmed that the merger will not result in any increase in capital stock or issuance of new shares.
The completion of the merger is still subject to homologation by the Central Bank of Brazil under applicable resolutions. Once that approval is obtained, the merger will become effective on the last business day of the month in which the homologation occurs, after which an Executive Board meeting will formalize all corporate, operational, and accounting effects.
Banco Santander (Brasil) S.A. reports that Mr. Gilson Finkelsztain has withdrawn his earlier appointment to serve as a member of the board of directors. His election, approved at an extraordinary shareholders’ meeting on October 16, 2025 and still pending approval from the Central Bank of Brazil, therefore ceases to have effect. As a result, the current composition of the board remains unchanged, with all existing directors continuing in their roles.
Banco Santander (Brasil) S.A. held an Extraordinary General Meeting on November 28, 2025, with shareholders representing 92.02% of voting capital in attendance. Shareholders ratified the appointment of PricewaterhouseCoopers Auditores Independentes Ltda. to prepare the valuation report for a corporate reorganization involving Return Capital Gestão de Ativos e Participações S.A. (“Return”).
They approved the valuation report and the protocol and justification for a partial spin-off of Return, under which a spun-off portion of Return’s net equity will be transferred to Santander Brasil. Shareholders then approved the merger of this spun-off portion into Santander Brasil, noting that this merger will not result in a capital increase or the issuance of new shares by the bank. Finally, they authorized and ratified all management acts needed to implement these resolutions.
Banco Santander (Brasil) S.A. released the consolidated remote voting map for its Extraordinary General Meeting scheduled for November 28, 2025. The voting instructions received from depositary, bookkeeper and direct ballots show strong support for all key items related to the merger of Santander Leasing S.A. Arrendamento Mercantil into the bank.
Shareholders largely approved ratifying the hiring of PricewaterhouseCoopers Auditores Independentes to prepare the appraisal report for Santander Leasing, approving that appraisal report, approving the merger protocol and justification signed on October 29, 2025, and approving the merger itself under article 227 of Brazilian corporate law. They also broadly backed authorizing and ratifying all actions by management needed to implement these resolutions.
On the question of requesting a permanent fiscal council, votes were concentrated in rejections and abstentions, meaning the thresholds to demand its installation were not met based on the remote instructions summarized here.
Banco Santander (Brasil) S.A. released a consolidated synthetic remote voting map for its Extraordinary General Meeting scheduled for November 28, 2025. The map compiles voting instructions received via the Central Depositary, the bookkeeper and directly by the company.
Shareholders instructed approval of ratifying the hiring of PricewaterhouseCoopers Auditores Independentes Ltda. as the specialized firm to prepare the appraisal report on the portion of the net equity of Return Capital Gestão de Ativos e Participações S.A. to be transferred to the bank, with 64,939,546 common and 64,981,263 preferred votes in favor. They also instructed approval of authorizing and ratifying all acts of the company’s managers needed to implement approved resolutions, with the same vote counts.
The remote ballot further asked whether shareholders wished to request establishment of a fiscal council under Brazilian corporate law. The company notes that items 2 and 7 were duplicated in the distance voting ballot.
Banco Santander (Brasil) S.A. (BSBR) reported that its Board of Directors met by conference call on November 24, 2025, with all directors present. The board unanimously approved the exoneration, meaning the removal from office, of Mr. Ramón Sánchez Santiago, an officer without specific designation at the bank, effective as of December 1, 2025. The meeting was chaired by Deborah Stern Vieitas, with minutes prepared and certified by Secretary Bruno Garcia Rosa Carneiro, and electronically signed by the chairwoman, vice chairman, and the other directors.