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6-K Filing
Banco Santander (BSBR) 6-KCurrent report (foreign)
Filed: 25 Mar 22, 9:31pm
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):
Yes _______ No ___X____
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):
Yes _______ No ___X____
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:
Yes _______ No ___X____
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
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BANCO SANTANDER (BRASIL) S.A.
Publicly-held Company with Authorized Capital
CNPJ/ME No. 90.400.888/0001-42
NIRE 35.300.332.067
NOTICE TO THE MARKET ON RELATED PARTY TRANSACTION
Banco Santander (Brasil) S.A., in compliance with Annex 30-XXXIII of CVM Ruling No. 480, of December 7, 2009, as amended, inform to the market the following about related-party transactions:
Name of the Parties | · Banco Santander (Brasil) S.A. (“Company”) · Banco Santander S.A. (“Santander Spain”) |
Description of the Transaction | On December 15, 2017, the Parties entered into a service agreement, which is in full force, to regulate the provision of global services focused on consulting on models, processes, tools and businesses, aiming to strengthen local businesses with innovative products. globally (“Framework Agreement”).
Thus, on March 16, 2022, the Parties signed Annex 10BRAHQCIBGLOBAL322 to the Framework Agreement ("Annex"), in order to formalize the conditions regarding the provision of services for the year 2022. |
Relationship with the issuer | Santander Spain is the Company's indirect controller. |
Purpose of the transaction | The Annex signed between the Parties formalize, for the year 2022, the provision of global services focused on consulting on models, processes, tools and businesses, to the Company's Corporate Investment Banking area, aiming to strengthen local businesses with innovative global products. |
Description of the negotiation process informing (i) who was responsible for deciding on the contract, (ii) whether the decision was taken by the competent administration body; and (iii) the administrators who participated in the decision | The contracting of services is defined in global and local committees, managed by executives who participate in the technical decision and cost approval.
The operation was carried out in compliance with the terms and conditions of the Policy for Transactions with Related Parties of the Company, especially item 5.1. There is no requirement in the Bylaws or the Policy for Transactions with Related Parties for approval by a statutory body. |
Main Terms and Conditions | The adjusted amount to be paid will be €19,533,567.00 (nineteen million, five hundred and thirty-three thousand, five hundred and sixty-seven euros) for the services provided from January 1, 2022 to December 31, 2022. |
Absence of withdrawal rights | Non applicable. |
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Participation of the related party, its partners or administrators in the decision-making process and negotiation of the transaction | Santander Spain, its partners or managers did not participate in the decision or negotiation of the transaction with the Parties.
Santander Spain, its partners or managers did not participate in the decision or negotiation of the transaction with the Parties.
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Reasons why the issuer´s management considers that the transaction was carried out on an arm’s length basis or sets forth adequate compensation | The transaction observed commutative conditions, on a strictly commercial basis, duly validated according to parameters and methodologies practiced by the market and parameterized in previous transactions of the same nature. |
São Paulo, March 25, 2022.
Angel Santodomingo Martell
Investors Relations Officer
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 |