SECURITIES AND EXCHANGE COMMISSION
Commission File Number: 001-34476
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil
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[Free English Translation] |
BANCO SANTANDER (BRASIL) S.A.
Public Company with Authorized Capital
Corporate Taxpayer´s Registry No. 90.400.888/0001-42
Company Registry No. 35.300.332.067
Minutes of the Board of Directors Meeting held on July 28, 2020
DATE, TIME AND PLACE: On July 28, 2020, at 3 p.m., by conference call, the Board of Directors of Banco Santander (Brasil) S.A. (“Company” or “Santander”) have met, with the attendance of all of its members.
BOARD: Álvaro Antônio Cardoso de Souza, Chairman. Beatriz Arruda Outeiro, Secretary.
RESOLUTIONS: To approve the proposal for declaration and payment of Interest on Equity, pursuant to the Company’s Executive Board proposal.
The proposal of the Company's Board of Executive Officers was presented to the Board of Directors, as per the meeting held on this date, ad referendum of the Annual Shareholders' Meeting to be held until April 30, 2021, for the declaration and payment of Interest on Company’s Equity, pursuant to articles 17, item XVIII and 37, second paragraph, of the Company's Bylaws, in the gross amount of R$ 770,000,000.00 (seven hundred and seventy million reais), corresponding to R$ 0,09837927086 per common share, R$ 0,10821719794 per preferred share and R$ 0,20659646879 per Unit, which, after the deduction of the amount related to the Income Tax Withheld at Source (“IRRF”), pursuant to the laws in force, result the net amount corresponding to R$ 654.500.000,00 (six hundred fifty four million and five hundred thousand reais), corresponding to R$ 0,0836223802 per common share, R$ 0,09198461825 per preferred share and R$ 0,17560699848 per Unit, except for immune and/or exempt shareholders.
The matter was discussed and approved by all the attending Directors.
It remained formalized that (i) the shareholders registered on the Company’s books by the end of August 06, 2020 (including) will be entitled to the Interest on Equity hereby approved. Therefore, as of August 07, 2020 (including), the Company’s shares shall be traded “Ex-Interest on Equity”; (ii) the Interest on Equity approved (a) shall be fully considered within the amount of the mandatory dividends to be distributed by the Company for the year 2020; and (b) shall be paid on September 25, 2020, with no compensation of monetary restatement; (iii) the amount of Interest on Equity proposed in the base-year fits the limits settled in the tax legislation; (iv) the Board of Directors authorized the Executive Board to take the actions necessary for the release of the proper “Notice to Shareholders”, to disclose to market the resolution just taken; (v) the support documents of the mentioned declaration and payment of Interest on Equity shall be kept filed at the Company’s headquarters; and (vi) the resolution is in compliance with the provisions of CMN Resolution No. 4,820 / 2020.
[Free English Translation] |
ADJOURNMENT: There being no further matters to be resolved, the Meeting was adjourned, and these minutes have been drawn up, read, approved, and signed by all the attendees. Board: Álvaro Antônio Cardoso de Souza, Chairman. Beatriz Arruda Outeiro, Secretary. Signatures: Mr. Álvaro Antônio Cardoso de Souza – Chairman; Mr. Sergio Agapito Lires Rial – Vice Chairman; Deborah Stern Vieitas, Deborah Patricia Wright, José Antonio Alvarez Alvarez, José de Paiva Ferreira, José Maria Nus Badía, Marília Artimonte Rocca and Pedro Augusto de Melo – Directors. São Paulo, July 28, 2020.
I certify that this is a true transcript of the minutes recorded in the Minutes of the Board of Directors Meetings Book of the Company.
Beatriz Arruda Outeiro
Secretary
Banco Santander (Brasil) S.A. | ||
By: | /S/ Amancio Acurcio Gouveia | |
Amancio Acurcio Gouveia Officer Without Specific Designation | ||
By: | /S/ Angel Santodomingo Martell | |
Angel Santodomingo Martell Vice - President Executive Officer |