6-K
Banco Santander (Brasil) S.A. (BSBR)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of January, 2024
Commission File Number: 001-34476
BANCO SANTANDER (BRASIL) S.A.
(Exact name of registrant as specified in its charter)
Avenida Presidente Juscelino Kubitschek, 2041 and 2235Bloco A – Vila OlimpiaSão Paulo, SP 04543-011Federative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ___X___ Form 40-F _______
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
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
Minutesof the Board of Directors Meeting
held onJanuary 24, 2024
DATE, TIME AND PLACE: On January 24, 2024, at 3 p.m., by videoconference, 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 NOTICE: The call notice was dismissed due to the attendance of the Directors fully representing the Company’s Board of Directors.
MEETING BOARD: Deborah Stern Vieitas, Chairman. Daniel Pareto, Secretary.
AGENDA: To approve the new buyback program of Units or American Depositary Receipts (“ADRs”) issued by the Company (“Buyback Program”), pursuant to CVM Resolution No. 77 of March 29^th^, 2022 (“CVM Resolution 77”).
RESOLUTIONS: The matter was discussed, and all the Directors approved the new buyback program of (i) Units, each representing one (1) common share and one (1) preferred share issued by the Company, or (ii) ADRs, by the Company or by its branch in Cayman, to be held in treasury or subsequently sold, according to Schedule I. The Buyback Program shall respect the following conditions:
(i) Scope and purpose of the BuybackProgram: The buyback has the purpose (1) to maximize the creation of value to shareholders by means of an efficient capital structure management; and (2) to enable the payment of officers, directors, management level employees and other employees of the Company and companies under its control, in accordance with the National Monetary Council Resolution No. 3921, of November 25^th^, 2010, pursuant to the Long Term Incentive Plans;
(ii) Amount to be purchased: up to 36,205,005 Units, representing 36,205,005 common shares and 36,205,005 preferred shares, or ADRs, corresponding, on December 31^st^, 2023, to approximately 1% of the Company´s total capital stock, to be purchased by the Company or by its branch in Cayman, being certain that the effective buyback of the total number of shares just established shall observe, at the acquisition moment, the limit set forth on Article 9 of CVM Resolution 77;
(iii) Term for the purchase: eighteen (18) months from February 06, 2024, expiring on August 06, 2025;
(iv) Amount of outstanding shares/Units(free float): the Company had, on December 31^st^, 2023, 348,147,839 outstanding common shares and 375,952,252 outstanding preferred shares (excluding treasury shares; shares held by the Company's controllers and administrators);
(v) Available funds: according to the latest financial information of the Company regarding the accrued balance until December, 2023, the Company has available funds in the amount of R$ 28.47 billion in its capital reserve and revenues reserve accounts (excluding the legal reserve). The effective buyback shall depend of the existence of available funds at the acquisition moment, pursuant to Article 8 of CVM Resolution 77;
(vi) Amount of shares held intreasury: the Company held, on December 31^st^, 2023, 27,192,697 common shares and 27,192,697 preferred shares in treasury; and
(vii) Authorized brokers: in Brazil: Santander Corretora de Câmbio e Valores Mobiliários S.A., enrolled with the CNPJ/MF under No. 51.014.223/0001-49, with headquarters at Av. Presidente Juscelino Kubistchek, No. 2041 – CJ 241, Bloco A, Cond. Wtorre JK - Vila Nova Conceição – São Paulo – SP – CEP 04543-011. In USA: Santander Investment Securities Inc., U.S. registered broker-dealer incorporated under the laws of the State of Delaware, with headquarters at 45 east 53^rd^ street, New York, NY, 10022.
It was registered that the Directors authorized the Board of Executives to take all necessary measures to implement the Buyback Program.
ADJOURNMENT: There being no further matters to be resolved, the Meeting was finalized, and these minutes have been prepared and send to be electronically signed by the attendees. Board: Deborah Stern Vieitas, President. Daniel Pareto, Secretary. Signatures: Mrs. Deborah Stern Vieitas – President; Mr. José Antonio Alvarez Alvarez – Vice President; and Messrs. Angel Santodomingo Martell, Cristiana Almeida Pipponzi, Deborah Patricia Wright, Ede Ilson Viani, José de Paiva Ferreira, José Garcia Cantera, Marília Artimonte Rocca, Mario Roberto Opice Leão and Pedro Augusto de Melo – Directors. São Paulo, January 24, 2024.
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
Annex I
Trading of Company´s Own Shares
Banco Santander (Brasil) S.A. (the "Company" or "Santander"), pursuant to the provisions of Article 33, item XXXV, of CVM Resolution No. 80, of March 29^th^, 2022, hereby informs its shareholders and the market that the Board of Directors approved on January 24, 2024, a Buyback Program to purchase shares issued by the Company, as follows:
1. Justify in detail the purpose and expectedeconomic effects of the operation.
The buyback program purposes are: (1) to maximize the value creation to shareholders by means of an efficient capital structure management; and (2) to enable the payment of officers, directors, management level employees and other employees of the Company and companies under its control, in accordance with the Long Term Incentive Plans.
2. Inform the number of (i) outstanding sharesand (ii) shares already held in treasury.
On December 31^st^, 2023, Banco Santander had: (i) 348,147,839 outstanding common shares and 375,952,252 outstanding preferred shares; and (ii) 27,291,697 common shares and 27,291,697 preferred shares in treasury.
3. Inform the number of shares that may bepurchased or sold.
The buyback program shall cover the purchase of up to 36,205,005 Units, representing 36,205,005 common shares and 36,205,005 preferred shares, or ADRs, corresponding, on December 31^st^, 2023, to approximately 1% of the Company´s total capital stock, to be purchased by the Company or by its branch in Cayman, being certain that the effective buyback of the total number of shares just established shall observe, at the acquisition moment, the limit set forth on Article 9 of CVM Resolution 77.
4. Describe the main characteristics of thederivative instruments that the company may use, if any.
There will be no use of derivatives as part of the Buyback Program.
5. Describe, if any, eventually existingagreements or voting instructions between the company and the counterparty of the operations.
The shares’ purchase will take place by means of operations on the stock exchange and therefore there is no existing agreements or voting instructions between the Company and the counterparties of the operations.
6. In case of transactions carried out offthe organized securities markets, inform:
a. the maximum price (minimum)by which the shares will be purchased (sold); and
b. if applicable, the reasonsthat justify operations at prices more than 10% (ten percent) higher, in case of purchase, or more than 10% (ten percent) lower, in case of sale, than theaverage market price, weighted by volume, within ten (10) prior trading days.
All operations shall be carried out on organized markets. The Units shall be purchased on the B3 S.A. Brasil, Bolsa, Balcão (“B3”), through Santander Corretora de Câmbio e Valores Mobiliários S.A., and ADRs shall be purchased on the New York Stock Exchange (“NYSE”) through Santander Investment Securities Inc., U.S.
7. Inform, if applicable, the impacts thatthe trading shall have on the composition of the shareholding control or the administrative structure of the company.
The operations under the buyback program will not affect the shareholding or management structures of the Company.
8. Identify counterparties, if known, and,in case of related party of the company, as defined by accounting rules that govern such matter, provide the information required by Article9 of CVM Resolution No. 81, of March 29^th^, 2022.
The operations will be carried out on the B3, by Santander Corretora de Câmbio e Valores Mobiliários S.A., and ADRs shall be purchased on NYSE by Santander Investment Securities Inc., U.S., so it is not possible, at this moment, to identity the counterparties of the operations scope of the Buyback Program. Both B3 and NYSE act as central counterparty in transactions by their respective clearinghouses.
9. Indicate the allocation of the proceedsof sale, if applicable.
There is no specific provision for the allocation of proceeds in the event of sale of shares purchased through the buyback program.
10. Inform the deadline for the settlementof the authorized operations.
The settlement period at B3 and NYSE is two (2) days after the conclusion of each operation.
11. Identify the institutions that shallact as intermediaries, if any.
The Units shall be purchased on the B3, by market prices, through Santander Corretora de Câmbio e Valores Mobiliários S.A.
The ADRs shall be purchased on NYSE, by market prices, through Santander Investment Securities Inc., U.S.
12. Specify the available funds to be used,according to Article 8, first paragraph, of CVM Resolution No. 77, of March 29^th^, 2022.
According to the latest financial information of the Company regarding the accrued balance until December, 2023, the Company has available funds in the amount of R$ 28.47 billion in its capital reserve and revenues reserve accounts (excluding the legal reserve). The effective buyback shall depend of the existence of available funds at the acquisition moment, pursuant to Article 8 of CVM Resolution 77.
13. Specify the reasons why members of theboard of directors are comfortable that the repurchase of shares shall not affect the compliance of obligations assumed towards creditorsor the payment of mandatory fixed or minimum dividends.
The sum of the financial value of this buyback program is not material in relation to the Company's cash position, in order to affect its capacity to comply with obligations towards creditors or payment of minimum mandatory dividends.
São Paulo, January 24, 2024.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
Date: January 24, 2024
| Banco Santander (Brasil) S.A. | |
|---|---|
| By: | /S/ Reginaldo Antonio Ribeiro <br><br> <br>* * * |
| Reginaldo Antonio RibeiroOfficer without specific designation | |
| By: | /S/ Gustavo Alejo Viviane<br><br> <br>* * * |
| --- | --- |
| Gustavo Alejo Viviani Vice - President Executive Officer |