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Banco Santander (Brasil) S.A.’s Board of Directors met by conference call at 9 A.M. on July 31, 2026, with all members in attendance and the call notice waived due to full participation. The board, chaired by Deborah Stern Vieitas, considered a single agenda item: the proposed exoneration of Vice-President Executive Officer Maria Elena Lanciego Perez. After the necessary clarifications, the directors unanimously approved her exoneration from the role of Vice-President Executive Officer of the company. The minutes were prepared and electronically signed by the attending directors and certified by the secretary.
Banco Santander (Brasil) S.A. reported that its Board of Directors met by conference call on July 31, 2026 to address the leadership of the Innovation and Technology Committee. The board approved the exoneration of Mr. Nitin Prabhu from the position of coordinator of this committee.
The board unanimously elected Mr. Daniel Barriuso Rojo as the new coordinator of the Innovation and Technology Committee and ratified the committee’s overall composition. The coordinator and members will serve until the first Board of Directors meeting held after the 2027 Ordinary Shareholders Meeting.
Banco Santander (Brasil) S.A. reports that controlling shareholder Banco Santander, S.A. intends to launch concurrent voluntary exchange tender offers in Brazil and the U.S. for all Santander Brazil common shares, preferred shares, units and ADSs it does not already own, representing approximately 10% of Santander Brazil’s share capital. Santander Brazil will remain listed on B3, although its ADSs may be removed from the NYSE and SEC registration depending on acceptance levels.
Holders who tender would receive newly issued Banco Santander shares, delivered as BDRs or ADSs, at an exchange ratio of 0.2028 Banco Santander share per Santander Brazil common or preferred share and 0.4056 per unit or ADS, implying a 15% premium to the reference unit price. If all minority shares are tendered, Banco Santander would issue about 156 million new shares, a maximum consideration of roughly €1,908 million and dilution of about 1.1% of its current share capital. The offer is not subject to a minimum acceptance condition and is subject to regulatory and shareholder approvals.
Banco Santander (Brasil) S.A. reports that its controlling shareholder, Banco Santander, S.A., intends to launch voluntary exchange tender offers in Brazil and the United States for all Santander Brazil common shares, preferred shares, units and ADSs it does not already own, representing approximately 10% of Santander Brazil’s share capital.
Investors who tender would receive newly issued Banco Santander shares, delivered as BDRs in Brazil or ADSs in the U.S., at an exchange ratio of 0.2028 Banco Santander share per Santander Brazil common or preferred share and 0.4056 per unit or ADS. This implies a 15% premium over the 30 July 2026 Santander Brazil unit reference price of BRL 25.25, using a Banco Santander share price of EUR 12.248 and BRL/EUR 5.8461. If all minority securities are exchanged, the transaction would involve up to approximately €1,908 million and about 156 million new Banco Santander shares, or roughly 1.1% of its current share capital. The offer is voluntary, does not seek to delist Santander Brazil from B3, though its ADSs may be removed from the NYSE depending on participation. Banco Santander plans to register a BDR program in Brazil and states it expects the deal to be capital neutral and modestly accretive to earnings per share and tangible book value per share from 2028, subject to shareholder and regulatory approvals.
Banco Santander, S.A. plans a voluntary exchange offer to acquire all Santander Brazil (BSBR) common shares, preferred shares, units and ADSs it does not already own, representing about 10% of Santander Brazil’s share capital. The consideration will be newly issued Banco Santander shares, delivered as BDRs in Brazil or ADSs in the U.S.
Holders will receive 0.4056 Banco Santander shares per Santander Brazil unit or ADS and 0.2028 Banco Santander shares per common or preferred share, subject to customary adjustments. The terms reflect a 15% premium to the reference unit price and imply a maximum transaction value of about €1,908 million. If all minority shares are tendered, Banco Santander would issue about 156 million new shares, around 1.1% of its current share capital.
The offer does not seek to delist Santander Brazil and has no minimum acceptance condition, though Santander Brazil ADSs may be removed from NYSE listing and SEC registration depending on take-up. Banco Santander states the deal is expected to be capital neutral and to increase earnings per share by about 0.5% from 2028 and tangible book value per share by about 0.6%, subject to regulatory and shareholder approvals and other customary conditions.
Banco Santander (Brasil) S.A. posted 2Q26 recurring managerial net profit of R$ 3,014 million, down 20.4% quarter-on-quarter and 17.6% year-on-year, with recurring ROAE at 12.5%. Total revenues were R$ 20,675 million, broadly stable year-on-year but 2.7% lower than in 1Q26.
Net interest income reached R$ 15,341 million (-3.0% QoQ, -0.4% YoY), as Client NII faced spread compression from a smaller mass-market share, partly offset by improved Market NII. The result from loan losses rose to R$ 7,654 million (+20.6% QoQ), and the 12‑month annualized cost of risk was 3.81%, reflecting a still challenging credit environment and additional provisions. The expanded loan portfolio grew to R$ 714,769 million (+1.3% QoQ, +5.8% YoY), led by Consumer Finance, SMEs and corporate portfolios, while Individuals remained flat with reduced mass-market exposure. Client funding increased to R$ 688,514 million (+3.7% QoQ), and capital remained solid with a BIS ratio of 15.3% and CET1 of 11.2%. The efficiency ratio deteriorated to 39.3% as revenues softened, although general expenses were tightly managed, rising only 2.6% year-on-year.
Banco Santander (Brasil) S.A. has convened an Extraordinary General Meeting for August 18, 2026 at 3:00 p.m. in São Paulo. Shareholders are asked to fix the Board of Directors at 13 members, elect two new directors and, as a consequence, confirm the updated board composition for a term running until the 2027 ordinary general meeting.
The controlling shareholders have nominated Gilson Finkelsztain, the company’s CEO with long experience in Brazilian and international markets, and Daniel Barriuso Rojo, a senior executive of Banco Santander S.A. with international banking and technology experience. Their inauguration, like certain other recent board appointments, will occur only after approval by the Central Bank of Brazil.
Shareholders may participate in person, by proxy, or via remote voting ballots submitted through custodians, the bookkeeper or the company by August 14, 2026. The minimum participation threshold in voting capital for use of the cumulative voting process in board elections is 5%, and specific shareholding levels also allow investors to request installation of a Fiscal Council.
Banco Santander (Brasil) S.A. has convened an Extraordinary General Meeting on August 18, 2026 at 3:00 P.M. (BRT) at its São Paulo headquarters. Shareholders will vote to fix the Board of Directors at 13 members, elect two new directors, and then confirm the full board composition.
The candidates proposed are Daniel Barriuso Rojo and Gilson Finkelsztain, for a term running until the 2027 Ordinary General Meeting. The materials also detail in-person, proxy, and remote voting procedures, including deadlines and thresholds for cumulative voting and installation of a Fiscal Council.
Banco Santander (Brasil) S.A. is convening an Extraordinary General Meeting on August 18, 2026 at 3:00 P.M. at its São Paulo headquarters. Shareholders will decide the number of members on the Board of Directors, elect two new directors, and confirm the resulting board composition.
Shareholders may participate in person, by proxy delivered at least 72 hours before the meeting, or via remote voting ballots under CVM Resolution 81/22. The minimum holding to request a cumulative voting process for board election is 5% of the voting capital. A Fiscal Council may be installed at the request of shareholders representing 2% of common shares or 1% of preferred shares. Materials are available at the company’s headquarters and on the CVM, B3 and investor relations websites.