Ordinary and Extraordinary General Meeting Presentation
4. INFORMATIONS ABOUT THE AGENDA
III TO INCREASE the Company's share capital, in the amount of R$
10,000,000,000.00 (ten billion Brazilian Reais), without the issuance of new
shares, through the capitalization of part of the balance of the Company's
statutory profit reserve
In view of the excess balance of the statutory profit reserve for the
Company's Dividend Equalization verified in the balance sheet at the end of
the fiscal year of December 31, 2023, the Company's management proposes,
in accordance with art. 36, III, (a) of the Company's Bylaws and art. 199 of
Law No. 6,404/76, the increase in share capital, in the amount of R$
10,000,000,000.00 (ten billion Brazilian reais) through the capitalization of
part of the balance of the aforementioned profit reserve, without the
issuance of new shares of the Company.
The information related to the Company's capital increase, under the terms
of CVM Resolution 81/22, can be found in the Management Proposal, on the
Company's investor relations website (www.ri.santander.com.br), on the CVM
(www.cvm.gov.br) and on the B3 website (www.b3.com.br).
IV. TO AMEND the caput of article 5 of the Company's Bylaws to reflect the
increase in its capital stock, if approved.
The Company's management proposes that an amendment be approved to the
caput of article 5 of the Company's Bylaws, in order to reflect the Capital Increase,
if approved.
The information pertinent to the amendment of the Company's Bylaws, pursuant
to article 12 of CVM Resolution 81/22, can be found in the Management Proposal
on the Company's investor relations website (www.ri.santander.com.br), on the
CVM website (www.cvm.gov.br) and on the B3 website (www.b3.com.br).
V. TO CONSOLIDATE the Company's Bylaws.
In view of the change proposed in the previous item of the Agenda, the Company's
Management proposes that, if the change is approved, the consolidation of the Company's
Bylaws contemplating said changes, without change marks, in the form of the Exhibit III to
this Manual.
The consolidated version of the Bylaws with amendment marks highlighting the proposed
changes can be found in the Management Proposal on the Company's investor relations
website (www.ri.santander.com.br), on the CVM page (www.cvm. gov.br) and on the B3
website (www.b3.com.br).
VI. TO AMEND the wording of article 7.2 of the Company's Long Term
Incentive General Plan, approved at the Extraordinary General Meeting
held on December 21, 2016.
Finally, management proposes to adjust the wording of clause 7.2 of the
Company's Long-Term Incentive General Plan in order to adjust the average
period of the daily quotation for calculating the conversion for bonus
payment purposes, from 15 (fifteen) to 50 (fifty) last trading sessions.
The information pertinent to the change in the Company's Long-Term
Incentive General Plan can be found in the Management Proposal on the
Company's investor relations website (www.ri.santander.com.br), on the CVM
page (www. cvm.gov.br) and on the B3 website (www.b3.com.br).
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