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6-K Filing
Banco Santander (BSBR) 6-KCurrent report (foreign)
Filed: 13 Oct 22, 5:48pm
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
[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 October 13, 2022
DATE, TIME AND PLACE: On October 13, 2022, at 10 a.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.
CALL NOTICE AND ATTENDANCE: The call was waived in view of the attendance of all members of the Board of Directors.
MEETING BOARD: Sérgio Agapito Lires Rial, Chairman. Daniel Pareto, Secretary.
AGENDA: To approve the proposal for declaration and payment of (i) Dividends and (ii) Interest Equity, pursuant to the Company’s Executive Board proposal.
RESOLUTIONS: 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 Ordinary General Meeting of the shareholders to be held until April 30, 2023, for the declaration and payment of:
(I) Interim Dividends in the total amount of R$ 820,000,000.00 (eight hundred and twenty million reais), pursuant to the article 37, item II, of the Company's Bylaws, calculated based on the profit for the year calculated up to the balance sheet of September 30, 2022, corresponding to R$ 0.10502481038 per common share, R$ 0.11552729142 per preferred share and R$ 0.22055210180 per Unit; and
(II) Interest on Company’s Equity, pursuant to articles 17, item XVIII and 37, second paragraph, of the Company's Bylaws based on the balance of the Dividend Equalization Reserve, as per the balance sheet of September 30, 2022, in the gross amount of R$ 880,000,000.00 (eight hundred and eighty million reais), corresponding to R$ 0.11270955260 per common share, R$ 0.12398050786 per preferred share and R$ 0.23669006047 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$ 748,000,000.00 (seven hundred and forty eight million reais), corresponding to R$ 0.09580311971 per common share, R$ 0.10538343168 per preferred share and R$ 0.20118655140 per Unit, except for immune and/or exempt shareholders.
The matter was discussed and approved by all the attending Directors.
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[Free English Translation]
It remained formalized that (i) the shareholders registered on the Company’s records by the end of October 21, 2022 (including) will be entitled to the Dividends and Interest on Equity hereby approved. Therefore, as of October 24, 2022 (including), the Company’s shares shall be traded “Ex-Dividends and Ex-Interest on Equity”; (ii) the Dividends and Interest on Equity hereby approved (a) shall be fully considered within the amount of the mandatory dividends to be distributed by the Company for the year 2022; and (b) shall be paid on November 22, 2022, 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; and (v) the support documents of the mentioned declaration and payment of Interest on Equity shall be kept filed at the Company’s headquarters.
ADJOURNMENT: There being no further matters to be resolved, the Meeting was finalized, and these minutes have been prepared, which were read, approved, and signed by all the attendees. Board: Sérgio Agapito Lires Rial, President. Daniel Pareto, Secretary. Signatures: Mr. Sérgio Agapito Lires Rial – Chairman; Deborah Patricia Wright, Deborah Stern Vieitas, José Antonio Alvarez Alvarez, José de Paiva Ferreira, Alberto Monteiro de Queiroz Netto, Angel Santodomingo Martell, Mario Roberto Opice Leão, José Garcia Cantera, Marília Artimonte Rocca and Pedro Augusto de Melo– Directors. São Paulo, October 13, 2022.
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.
Daniel Pareto
Secretary
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Banco Santander (Brasil) S.A. | ||
By: | /S/ Andrea Marques de Almeida | |
Andrea Marques de Almeida Executive Vice-President | ||
By: | /S/ Angel Santodomingo Martell | |
Angel Santodomingo Martell Vice - President Executive Officer |