SECURITIES AND EXCHANGE COMMISSION
Commission File Number: 001-34476
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative Republic of Brazil
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[Free English Translation] |
BANCO SANTANDER (BRASIL) S.A.
Publicly held Company with Authorized Capital
Corporate Taxpayers ID (CNPJ/ME) No. 90.400.888/0001-42
Company Registration (NIRE) 35.300.332.067
Minutes of the Fiscal Council Meeting held on July 29, 2020
DATE, TIME AND PLACE: On July 29, 2020, at 4 p.m., by videoconference, the Fiscal Council of Banco Santander (Brasil) S.A. (“Company” or “Santander”) has met, with the attendance of all of its members.
CALL NOTICE AND ATTENDANCE: The call notice was dismissed due to the attendance of the members fully representing the Company’s Fiscal Council.
MEETING BOARD: João Guilherme de Andrade So Consiglio, Chairman. Beatriz Outeiro, Secretary.
AGENDA: (a) Analyze and issue an opinion on the proposal for the merger of Bosan Participações S.A. (“Bosan”) by the Company (“Proposal for the Merger of Bosan”), under the terms of the Private Instrument of Protocol and Justification of Merger of Bosan by Santander, entered into on July 29, 2020 ("Protocol and Justification of Bosan”); and (b) Analyze and issue an opinion on the proposal for the merger of Banco Olé Consignado S.A. (“Banco Olé”) by the Company (“Proposal for the Merger of Banco Olé” and, jointly with Proposal for the Merger of Bosan, the “Proposals for the Mergers”), under the terms of the Private Instrument of Protocol and Justification of Merger of Banco Olé by Santander, entered into on July 29, 2020 ("Protocol and Justification of Banco Olé”).
RESOLUTIONS: The members of the Fiscal Council, in the exercise of their legal and statutory duties, especially Article 163, item III, of Law No. 6,404/76, as amended, (i) proceeded to examine the Proposal for the Merger of Bosan and the Protocol and Justification of Bosan, and, based on the examinations made and the clarifications provided by the Company's Management, issued a favorable opinion on the Proposal for the Merger of Bosan, with the merger of Bosan by the Company and the consequent extinction of Bosan; and (ii) proceeded to examine the Proposal for the Merger of Banco Olé and the Protocol and Justification of Banco Olé, and, based on the examinations made and the clarifications provided by the Company's Management, issued a favorable opinion on the Proposal for the Merger of Banco Olé, with the merger of Banco Olé by the Company and the consequent extinction of Banco Olé, subsequent act to the Merger of Bosan as item (i) above. Accordingly, the Proposals for the Mergers are in conditions to be submitted and resolved by the Extraordinary General Meeting of the Company.
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: João Guilherme de Andrade So Consiglio, Chairman. Beatriz Outeiro, Secretary. Members of the Fiscal Council: Mr. João Guilherme de Andrade So Consiglio – Chairman; Mr. Antônio Melchiades Baldisera e Ms. Louise Barsi – Members.
I certify that this is a true transcript of the minutes recorded in the Minutes of the Fiscal Council Meetings Book of the Company.
Beatriz Outeiro
Secretary
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 |