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Banco Santander (Brasil) S.A. (BSBR) called an Extraordinary General Meeting for November 28, 2025 at 3:00 p.m. in São Paulo to vote on a corporate reorganization involving Return Capital Gestão de Ativos e Participações S.A. The agenda includes ratifying the hiring of PricewaterhouseCoopers to prepare an appraisal report, approving that appraisal, approving the Protocol and Justification of the partial spin‑off of Return signed on October 29, 2025, and approving the incorporation of the spun‑off portion into Santander Brasil, with subsequent authorization of management actions.
Shareholders may participate in person with proper identification or via remote voting ballot pursuant to CVM Resolution 81/22. Documents are available at the company’s headquarters and on the investor relations, CVM, and B3 websites. The minimum stake for cumulative voting is 5%. A Fiscal Council may be installed at the request of holders of at least 2% of common shares or 1% of preferred shares.
Banco Santander (Brasil) S.A. (BSBR) called an Extraordinary General Meeting for November 28, 2025 to approve a corporate reorganization: a partial spin-off of its wholly owned subsidiary Return Capital Gestão de Ativos e Participações S.A. and the merger of the spun-off portion into Santander Brasil. The spun-off portion equals R$8,460,000,000.00, corresponding to 97% of Return’s equity, appraised at book value as of September 30, 2025 by PricewaterhouseCoopers.
The company states this internal transaction will not increase capital, will not issue new shares, and will cause no dilution or changes to the bylaws. Santander Brasil, as Return’s sole shareholder, will replace its investment in Return with the transferred assets and liabilities. Estimated costs to execute and document the reorganization are approximately R$450,000.00.
The agenda also includes ratifying PwC’s engagement, approving the appraisal report, approving the protocol and justification for the partial spin-off, approving the merger of the spun-off portion into the company, and authorizing management to complete the necessary filings and formalities.
Banco Santander (Brasil) S.A. called an Extraordinary General Meeting to approve the merger of its wholly owned subsidiary Santander Leasing into the parent. The net equity to be merged is R$10,275,420,114.50, based on the balance sheet as of September 30, 2025, supported by an appraisal prepared by PricewaterhouseCoopers.
Management states the merger will occur at book value and will not result in a capital increase, issuance of new shares, or dilution, and no bylaw changes or withdrawal rights apply. Estimated transaction costs are approximately R$450,000.00.
The agenda includes ratifying PwC’s engagement, approving the appraisal report, the merger protocol signed on October 29, 2025, and the merger itself, with authorization to carry out necessary acts. The merger will take effect after approval by the Central Bank of Brazil. The EGM is scheduled for November 28, 2025, at 3:30 p.m.
Banco Santander (Brasil) S.A. reported Q3 2025 results with managerial net profit of R$ 4.0 billion, up 9.6% quarter-over-quarter and 9.4% year-over-year, delivering ROAE of 17.5%. Total revenue edged up 1.0% year-over-year as fees rose to R$ 5.552 billion (+6.7% QoQ; +4.1% YoY), while net interest income was R$ 15.208 billion (-1.2% QoQ; -0.1% YoY). Client NII strengthened to R$ 16.556 billion (+2.7% QoQ; +11.1% YoY) as spreads widened; market NII remained a drag at -R$ 1.348 billion.
The expanded loan portfolio reached R$ 688.801 billion (+2.0% QoQ; +3.8% YoY), with SMEs and corporate driving growth. Funding from clients increased to R$ 659.479 billion (+2.4% QoQ; +2.8% YoY), with a higher share of Individuals. Asset quality was mixed: the 15–90 day NPL ratio improved to 3.9% (-0.2 p.p. QoQ), but over-90 day NPL rose to 3.4% (+0.3 p.p. QoQ). Cost of risk was 3.86% (stable QoQ; +0.2 p.p. YoY). The efficiency ratio was 37.5% (+0.7 p.p. QoQ; -1.4 p.p. YoY). Capital remained solid with CET1 at 11.7% (+0.2 p.p. QoQ; +0.8 p.p. YoY) and BIS ratio at 15.2%.
Banco Santander (Brasil) S.A. held an Extraordinary General Meeting and approved amendments to its Bylaws, consolidated the updated text, set the Board size, and elected a new director.
Key changes include increasing the maximum number of Board members from 12 to 15 (Article 14) and aligning the Audit Committee’s term with CMN Resolution 4,910/21: a 1-year term with reappointment permitted up to 4 consecutive times, for a total of 5 one-year terms (Article 30). References were updated to the current name of B3 S.A. – Brasil, Bolsa, Balcão and the arbitration clause was reaffirmed.
Shareholders fixed the Board at 12 members until the 2027 Ordinary General Meeting and elected Gilson Finkelsztain as a director for a supplementary term, subject to authorization by the Central Bank of Brazil. The meeting was installed with shareholders representing 95.52% of the Company’s voting capital.
Banco Santander (Brasil) S.A. furnished a Form 6-K publishing the final detailed voting map from its Extraordinary General Meeting held on October 16, 2025 at 3:00 p.m. The report consolidates votes cast both at a distance and in person across eight agenda items.
The voting map lists, for each shareholder, the first five digits of the CPF/CNPJ, their shareholding position in ON and PN shares, and their individual votes on Items 1–8. The filing notes that Item 6 refers to multiple voting if Item 5 was approved.
This is an administrative disclosure that documents how shareholders voted, providing transparency into participation and results by holder and share class.
Banco Santander (Brasil) S.A. (BSBR) furnished a consolidated synthetic remote voting map for its Extraordinary General Meeting scheduled for October 16, 2025. The agenda includes bylaw amendments to align the Audit Committee term with CMN Resolution 4,910/21, increase the Board of Directors’ maximum size from 12 to 15, and update the securities market management entity’s name.
Key tallies for Common (ON) shares show broad support: bylaw amendments received 60,266,894 approve, 84,399 reject, 27,045 abstain. Bylaw consolidation had 60,298,742 approve, 33,637 reject, 45,959 abstain. Fixing the number of directors recorded 60,304,353 approve, 42,819 reject, 31,166 abstain. Nominee Gilson Finkelsztain received 58,668,290 approve, 1,637,512 reject, 72,536 abstain. In a cumulative voting setting, equal distribution was selected on 15,360,180 approve, 26,899 reject, 44,991,259 abstain. Confirming the Board’s composition had 60,224,903 approve, 82,932 reject, 70,503 abstain.
Banco Santander (Brasil) S.A. (BSBR) declared interest on equity totaling R$ 2,000,000,000 (gross), equivalent to R$ 1,700,000,000 net after withholding tax, ad referendum of the Ordinary General Meeting. The distribution counts toward the mandatory dividends for 2025 and will not be adjusted for monetary indexation.
Per-share amounts are: Common (ON) R$ 0.25517791545 gross and R$ 0.21690122813 net; Preferred (PN) R$ 0.28069570699 gross and R$ 0.23859135094 net; Unit (1 ON + 1 PN) R$ 0.53587362244 gross and R$ 0.45549257907 net, except for immune or exempt shareholders.
Shareholders of record at the end of October 21, 2025 are entitled to the payment; shares trade ex‑rights on October 22, 2025. Payment is scheduled for November 07, 2025. ADR payments will be processed by BNY Mellon under local market rules.
Banco Santander (Brasil) S.A. (BSBR) approved the declaration and payment of Interest on Equity, ad referendum of the Ordinary General Meeting, totaling R$ 2,000,000,000.00 gross, with a net amount of R$ 1,700,000,000.00 after withholding tax, except for immune/exempt shareholders.
The distribution equals R$ 0.25517791545 per common share and R$ 0.28069570699 per preferred share (net: R$ 0.21690122813 and R$ 0.23859135094, respectively). Each Unit will receive R$ 0.53587362244 gross (R$ 0.45549257907 net). Shareholders of record at the end of October 21, 2025 are entitled; shares trade ex-Interest on Equity from October 22, 2025. Payment is scheduled for November 07, 2025. The amount will be fully considered within the mandatory dividends for 2025.