BANCO SANTANDER (BRASIL) S.A.

Management Proposal

Ordinary and Extraordinary

General Meetings

04.26.2024 - 3 PM

Management Proposal | Ordinary and Extraordinary

General Meetings - April 26, 2024

SUMMARY

1. Message from the Board of Directors

3

2. Call Notice of Meeting

5

3. Participation of shareholders in the OEGM

8

4. Matters to be resolved at the OEGM

13

EXHIBIT I: TEMPLATE OF POWER OF ATTORNEY

18

EXHIBIT II: COMMENTS OF THE MANAGEMENT TO THE FINANCIAL

CONDITION OF THE COMPANY

20

EXHIBIT III: MANAGEMENT PROPOSAL FOR ALLOCATION OF NET PROFIT

FOR THE FISCAL YEAR

71

EXHIBIT IV: ITEM 8 of the Reference Form

80

EXHIBIT V: PROPOSAL FOR ELECTION OF THE COMPANY'S BOARD OF

DIRECTORS

149

EXHIBIT VI: PROPOSAL TO INCREASE SHARE CAPITAL

151

EXHIBIT VII: COMPARATIVE CHART FOR PROPOSAL TO AMEND THE

COMPANY'S BYLAWS

156

EXHIBIT VIII: CONSOLIDATED BYLAWS OF THE COMPANY

157

EXHIBIT IX: COMPARATIVE CHART FOR THE PROPOSAL TO AMEND THE

COMPANY'S LONG-TERM INCENTIVE GENERAL PLAN

179

EXHIBIT X: CONSOLIDATED LONG-TERM INCENTIVE GENERAL PLAN

180

Management Proposal | Ordinary and Extraordinary

General Meetings - April 26, 2024

1. Message from the Board of Directors

Dear Shareholder,

It is with great pleasure that I invite you, a shareholder of Santander Brasil, to participate in our Ordinary and Extraordinary General Meetings ("OEGM"), to be held on April 26, 2024, at 3:00 P.M.

Besides this Management Proposal ("Proposal") a Manual for Participation in the OEGM ("Manual") was prepared to assist you in understanding the matters presented, providing a conscious and reasoned decision-making process, anticipating possible clarifications and voting guidelines.

Pursuant to the Call Notice made available, we shall take resolutions on the following matters:

At the Ordinary General Meeting:

  1. To TAKE the management accounts, to examine, discuss and vote on the
    Company's Financial Statements related to the fiscal year ended on December 31,
    2023, accompanied by the Management Report, the balance sheet, other parts of the financial statements, external auditors' opinion and the Audit Committee Report;
  2. To DECIDE on the allocation of net income for the year 2023 and the distribution of dividends; and
  3. To FIX the annual global compensation of the Company´s management and members of Audit Committee.

At the Extraordinary General Meeting:

  1. To ELECT a new member to compose the Company's Board of Directors;
  2. To CONFIRM the composition of the Company's Board of Directors;
  3. 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;
  4. To AMEND the caput of article 5 of the Company's Bylaws to reflect the increase in its share capital, if approved;
  5. To CONSOLIDATE the Company's Bylaws; and

Management Proposal | Ordinary and Extraordinary

General Meetings - April 26, 2024

  1. 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.

As established by the Brazilian Securities and Exchange Commission (CVM), in order to facilitate its analysis and evaluation of the matters to be resolved on our OEGM, this Proposal includes exhibits containing the information made available in addition to the Call Notice.

We are at your disposal to clarify any questions through the emails acionistas@santander.com.broriented at non-financial individual and corporate investors and ri@santander.com.brfor institutional investors.

We hope that this Proposal and the Manual fulfills its purpose in assisting your decision making. Your participation is essential for the Company.

Sincerely,

Deborah Stern Vieitas

Chairwoman of the Board of Directors

Management Proposal | Ordinary and Extraordinary

General Meetings - April 26, 2024

2. Call Notice of Meeting

[to be published in the newspaper "Valor Econômico" in editions of March 21, 22 and

23, 2024]

BANCO SANTANDER (BRASIL) S.A.

Publicly-Held Company of Authorized Capital

CNPJ/MF 90.400.888/0001-42 - NIRE 35.300.332.067

NOTICE OF MEETING - ORDINARY AND EXTRAORDINARY GENERAL

MEETINGS - Shareholders are hereby invited to attend the Ordinary and Extraordinary General Meetings ("OEGM") to be held on April 26, 2024, at 3:00 PM, at the principal place of business of the Company, located at Avenida Presidente Juscelino Kubitschek No. 2041 - 2nd mezzanine, Vila Nova Conceição, São Paulo/SP, to resolve upon the following Agenda:

At the Ordinary General Meeting:

  1. To TAKE the management accounts, to examine, discuss and vote on the
    Company's Financial Statements related to the fiscal year ended on December 31,
    2023, accompanied by the Management Report, the balance sheet, other parts of the financial statements, external auditors' opinion and the Audit Committee Report;
  2. To DECIDE on the allocation of net income for the year 2023 and the distribution of dividends; and
  3. To FIX the annual global compensation of the Company´s management and members of Audit Committee.

At the Extraordinary General Meeting:

  1. To ELECT a new member to compose the Company's Board of Directors;
  2. To CONFIRM the composition of the Company's Board of Directors;

(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;

  1. To AMEND the caput of article 5 of the Company's Bylaws to reflect the increase in its share capital, if approved;
  2. To CONSOLIDATE the Company's Bylaws; and

Management Proposal | Ordinary and Extraordinary

General Meetings - April 26, 2024

  1. 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.

Observation for participation and Vote during the Meeting

Participation in the Meeting: Shareholders, their legal representatives or attorneys- in-fact may participate in the Meeting in any of the following ways:

In person - The shareholders or their legal representatives shall appear at the OEGM with the appropriate identity documents. In the event of representation of a shareholder by an attorney-in-fact, shareholders shall leave at the Company's principal place of business (address mentioned bellow), at least seventy-two (72) hours before the OEGM is held, a power of attorney granted according to the applicable law;

Remote Voting Ballot: the Company implemented the remote voting system pursuant to CVM Resolution 81/22, enabling our Shareholders to send remote voting ballots directly to the Company, to the bookkeeper or through their respective custodian agents, in accordance with the procedures described in the General Meeting Participation Manual.

Our recommendation to the shareholders is to make use of remote voting instruments, either by the electronic means available or by sending written votes to the Company, or granting standardized powers of attorney with voting guidance, according to the instructions provided in the Management Proposal for the OEGM to be held in April 26, 2024.

General Instructions

  1. As provided in CVM Resolution No. 70/22, the minimum percentage of participation in the voting capital required for the application of the multiple voting process for the election of the members of the Board of Directors is 5% (five percent);
  2. As provided in § 2 of article 161 of Law No. 6,404/76 and art. 4 of CVM Resolution No. 70/22, the installation of the Fiscal Council by the General Meeting shall occur at the request of shareholders representing at least 2% (two percent) of the shares with voting rights, or 1% (one per cent) of non-voting shares; and
  3. The documents related to the matters to be examined and resolved at the OEGM are available to shareholders (i) at the Company's principal place of business, at Avenida Presidente Juscelino Kubitschek, nº 2041 Wtorre JK, 9th floor - Corporate Legal Department, where they can be consulted, on working days, from 10:00 a.m. until 4:00 p.m., and on its website (www.ri.santander.com.br - at Corporate Governance >> Minutes of the Meeting); (ii) on the website of the Brazilian Securities

Management Proposal | Ordinary and Extraordinary

General Meetings - April 26, 2024

and Exchange Commission (www.cvm.gov.br) and (iii) on the website of B3 S.A. - Brasil, Bolsa, Balcão (http://www.b3.com.br).

São Paulo, March 20, 2024 - Deborah Stern Vieitas - Chairwoman of the Board of Directors.

___________________________________________________

Management Proposal | Ordinary and Extraordinary

General Meetings - April 26, 2024

3. Participation of shareholders in the OEGM

Santander Brasil shareholders may participate in the OEGM in person, by a duly appointed proxy, as specified in item 3.2 below, or by Remote Voting.

Shareholders will be required to provide the following documents to participate in the OEGM:

Individual:

identity document with photo1 (original or copy)

proof of ownership of the shares issued by the

Company, issued by the depository and/or custodian

financial institution (original or copy)

Legal entity:

corporate documents that prove the legal

representation of the shareholder (original or copy)2

legal representative's identity document with photo

(original or copy)

Investment fund

identity document of the legal representative of the

Investment Fund's manager (or of the manager, as

the case may be) with photo (original or copy)

  • simple copy of the last consolidated bylaws of the fund and of the Articles of Association or Organization of its manager, in addition to the corporate documentation granting powers of representation (minutes of election of the officers and/or power of attorney)

3.1. In-person Participation

Santander Brasil shareholders may participate in the OEGM by attending the place where it will be held and declaring their vote, according to the types of shares they own (common and/or preferred), and the matters to be voted on.

Corporate shareholders, such as companies and investment funds, shall be represented in accordance with their Articles of Association, Articles of Organization or Bylaws, delivering documents proving the regularity of the representation, accompanied by the Minutes of the election of the Managers, if applicable, at the place and term indicated in the item below. Prior to the OEGM, the shareholders shall sign the Attendance Book. Shareholders without voting rights may attend the OEGM and discuss all matters submitted for resolution.

1 The following documents may be presented: (i) General Registration Identity Card (RG); (ii) Foreigner Registration Identity Card (RNE); (iii) Valid passport; (iv) Class Organization Card valid as a civil identity for legal purposes (e.g.: OAB, CRM, CRC, CREA); or (v) National Driver's License (CNH) with photo.

2 Articles of Incorporation/Organization and Minutes/Instruments of election of legal representatives registered with the competent body.

Management Proposal | Ordinary and Extraordinary

General Meetings - April 26, 2024

3.2. Participation by Proxy

The shareholder may be represented at the OEGM by an attorney-in-fact, duly appointed under a public or private instrument, and pursuant to article 126, § 1 of the Corporations Act, the attorneys-in-fact shall have been appointed less than one

  1. year ago, and they shall be (i) shareholders of the Company, (ii) managers of the
    Company, (iii) lawyers, or (iv) financial institutions, with the investment fund's manager being responsible for representing the quota holders.

The originals or copies of the documents mentioned above may be delivered at the Company's principal place of business by the time the OEGM is held.

However, in order to facilitate shareholders' access to the OEGM, we recommend that the delivery of such documents be made at least seventy-two (72) hours before the OEGM is held.

In the case of submittal of documents via email, we request that the shareholder contact the Company, so that the originals or copies can be delivered by the day the OEGM is held.

In case the Shareholder is unable to attend the OEGM or cannot yet be represented by an attorney-in-fact of his/her/their choice, the Company will make available an attorney-in-fact to vote for the shareholder, in accordance with his/her/their voting instructions, according to the power of attorney template in Exhibit Ito this Proposal.

Furthermore, it should be noted that in addition to the power of attorney, the shareholder shall forward the documents required by the Company to participate in the OEGM, as provided for in item 3 above.

The documents shall be delivered at the Company's principal place of business, at Avenida Presidente Juscelino Kubitschek, No. 2041 - Bloco A - Vila Nova Conceição

  • São Paulo - SP, 26th floor - Company's Investor Relations,email:ri@santander.com.br.

3.3. Remote Voting Participation

Pursuant to articles 26 et seq. of CVM Ruling No. 81/22, the Company's shareholders may also vote at shareholders' meetings by means of remote voting, to be formalized through the "remote voting ballot" ("Ballot"), the template of which is available in the Corporate Governance area of the Company's Investor Relations website (www.ri.santander.com.br), or on the website of the Brazilian Securities and Exchange Commission - CVM (http://sistemas.cvm.gov.br/?CiaDoc).

The shareholder that chooses to exercise his/her/their voting rights remotely shall do so by one of the options described below:

  1. Submittal of the Ballot to Custody agents

The Shareholder that chooses to cast remote voting through his/her/its respective custodian agent ("Custodian") shall convey his/her/their voting instructions in accordance to the rules determined by the Custodian, which shall forward said voting ballots to the Central Depository of B3 S.A. - Brasil, Bolsa, Balcão. Shareholders shall contact his/her/their respective Custodians to check the procedures established by them for issuance of ballot voting instructions, as well as the documents and information required to do so.

Management Proposal | Ordinary and Extraordinary

General Meetings - April 26, 2024

The Shareholder shall convey the instructions for completion of the Ballot to his/her/their Custody agents by 04/19/2024 (including), unless defined otherwise by them.

  1. Submittal of the Ballot by the Shareholder to the Bookkeeper

The Shareholder who chooses to cast the remote vote through the Company's Bookkeeper shall observe the following instructions, so that the Ballot can be deemed valid and the votes are counted:

  1. all fields shall be duly completed;
  2. all pages shall be initialed;
  3. the last page shall be signed by the Shareholder or his/her/their legal representative(s), as applicable, and in accordance with the applicable legislation.

The following documents shall be forwarded to the Bookkeeper:

  1. original copy of the Ballot, duly completed, initialed and signed; and
  2. copy of the following documents:
    • Individual (Shareholder or legal representative): Identity document with photo (RG and CPF; CNH or Professional Card duly attested by the competent authorities, containing CPF number).
    • Legal entity: (i) Articles of Organization or Bylaws duly updated, with the documents proving the powers of representation (minutes of election); (ii) Identity document with photo of the representatives (RG and CPF; CNH or Professional Card duly attested by the competent authorities, containing CPF number).
    • Investment fund: (i) Latest consolidated Regulations for the fund, as well as the Bylaws or Articles of Organization of its manager, in addition to the corporate documentation that grants proxy powers (minutes of officers' election and/or power of attorney); (ii) Identity Card with a photograph of the representatives (RG and CPF; CNH (driver's license) or official Professional
      Card containing the CPF enrollment number).

The documents shall be sent to the Bookkeeper within 7 days before the date of the OEGM, in other words, by 04/19/2024 (including) (i) at the following address: Banco Santander (Brasil) S.A. - Shareholders - Bookkeeping of Shares - Rua Amador Bueno, 474 - 2nd floor - Setor vermelho - Santo Amaro - São Paulo/SP - CEP 04752-

005; or (ii) via email, to the electronic address custodiaacionistavotodistancia@santander.com.br.

After receiving the documents, the Bookkeeper, within three (3) days, will inform the Shareholder regarding the receipt of the documents and their acceptance. If the submitted documentation is not considered suitable, the Ballot shall be considered invalid, and the Shareholder may regularize it by 04/19/2024.

Ballots received by the Bookkeeper after 04/19/2024 shall be disregarded.

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Banco Santander (Brasil) SA published this content on 20 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 March 2024 21:54:02 UTC.