UNITED STATES
SECURITIES 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 September, 2021

 

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 2235
Bloco A – Vila Olimpia
São Paulo, SP 04543-011
Federative 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

 

 

 

Free Translation into English from the Original Previously Issued in Portuguese)

BANCO SANTANDER (BRASIL) S.A.
CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS
TABLE OF CONTENTS				Page

 

Consolidated Condensed Balance Sheet 6

Consolidated Condensed Statements of Income. 8

Consolidated Condensed Statements of Comprehensive Income. 9

Consolidated Condensed Statement of Changes in Stockholders' Equity. 10

Consolidated Condensed Statement of Cash Flows. 11

1.Introduction, presentation of condensed consolidated financial statements and other information. 11

2.Basis of consolidation. 14

3.Financial assets. 21

4.Non-current assets held for sale. 24

5.Investments in associates and joint ventures. 24

6.Tangible assets. 26

7.Intangible assets - Goodwill 26

8.Intangible assets - Other intangible assets. 27

9.Financial liabilities. 27

10.Provision for legal and administrative proceedings, commitments and other provisions. 30

11.Stockholders’ equity. 36

12.Income Tax. 39

13.Detailing of income accounts. 40

14.Employee Benefit Plan. 41

15.Operating segments. 42

16.Related party transactions. 44

17.Fair value of financial assets and liabilities. 50

18.    Other disclosures. 54

19.Subsequent Events. 65

APPENDIX I - CONSOLIDATED CONDENSED STATEMENT OF VALUE ADDED.. 67

Performance Review.. 69

Declaration of directors on the financial statements. 78

Directors' Statement on Independent Auditors. 78

Composition of Management Bodies. 79

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Condensed Balance Sheet

	Note		9/30/2021		12/31/2020
Cash			17,791,121		20,148,725
Financial Assets Measured At Fair Value Through Profit Or Loss	3.a		34,329,451		60,900,466
Debt instruments			3,391,553		3,545,660
Derivatives			12,457		-
Balances with the Brazilian Central Bank			30,925,441		57,354,806
Financial Assets Measured At Fair Value Through Profit Or Loss  Held For Trading	3.a		88,893,899		98,466,232
Debt instruments			52,497,741		68,520,799
Equity instruments			2,068,761		1,818,276
Trading derivatives	18.a		34,327,397		28,127,157
Non-Trading Financial Assets Mandatorily Measured At Fair Value Through Profit Or Loss	3.a		710,958		499,720
Loans and advances to customers			276,754		60,808
Equity instruments			434,204		438,912
Financial Assets Measured At Fair Value Through Other Comprehensive Income	3.a		100,580,586		109,740,387
Debt instruments			100,547,524		109,668,214
Equity instruments			33,062		72,173
Financial Assets Measured At Amortized Cost	3.a		614,152,888		554,924,796
Loans and amounts due from credit institutions			89,953,196		112,849,776
Loans and advances to customers			449,683,506		393,707,229
Debt instruments			74,516,186		48,367,791
Hedging Derivatives	18.a		483,891		743,463
Non-Current Assets Held For Sale	4		905,586		1,092,909
Investments in Associates and Joint Ventures	5		1,279,301		1,094,985
Tax Assets			41,661,559		41,063,782
Current			4,557,623		3,082,084
Deferred			37,103,936		37,981,698
Other Assets			5,935,896		7,222,411
Tangible Assets	6		8,717,564		9,537,111
Intangible Assets			30,139,740		30,766,498
Goodwill	7		27,652,759		28,360,137
Other intangible assets	8		2,486,981		2,406,361
Total Assets			945,582,440		936,201,485

 

LIABILITIES AND STOCKHOLDERS' EQUITY					Bank
	Notes		9/30/2021		12/31/2020
Financial Liabilities Measured At Fair Value Through Profit Or Loss  Held For Trading	9.a		62,241,122		77,643,290
Trading derivatives	18.a		37,576,115		31,835,344
Short positions	17		24,665,007		45,807,946
Financial Liabilities Measured At Fair Value Through Profit Or Loss	9.a		7,213,762		7,038,467
Other financial liabilities			7,213,762		7,038,467
Financial Liabilities Measured at Amortized Cost	9.a		738,858,579		707,288,791
Deposits from Brazilian Central Bank and deposits from credit institutions			135,683,666		131,656,962
Customer deposits			462,998,764		445,813,972
Marketable debt securities			69,264,298		56,875,514
Debt Instruments Eligible to Compose Capital			13,957,208		13,119,660
Other financial liabilities			56,954,643		59,822,683
Hedging Derivatives	18.a		337,366		144,594
Provisions	10		12,075,775		13,814,978
Provisions for pension funds and similar obligations			3,144,903		3,929,265
Provisions for judicial and administrative proceedings, commitments and other provisions			8,930,872		9,885,713
Tax Liabilities			8,005,036		10,130,248
Current			5,512,488		5,583,653
Deferred			2,492,548		4,546,595
Other Liabilities			10,970,219		14,051,245
Total Liabilities			839,701,859		830,111,613
Stockholders' Equity	11		108,281,308		106,205,067
Share capital			55,000,000		57,000,000
Reserves			48,486,499		40,414,981
Treasury shares			(714,839)		(791,358)
Profit for the period attributable to the Parent			11,909,648		13,418,529
Less: Dividends and remuneration			(6,400,000)		(3,837,085)
Other Comprehensive Income			(2,738,847)		(428,080)
Stockholders' Equity Attributable to the Parent			105,542,461		105,776,987
Non - Controlling Interests			338,120		312,885
Total Stockholders' Equity			105,880,581		106,089,872
Total Liabilities and Stockholders' Equity			945,582,440		936,201,485

The accompanying notes from Management are an integral part of these financial statements

 

 

Consolidated Condensed Statements of Income

	Notes					07/01 to 09/30/2021		07/01 to 09/30/2020		01/01 to 09/30/2021		01/01 to 09/30/2020
Interest and similar income						20,307,238		14,732,550		54,140,027		47,995,173
Interest expense and similar charges						(6,913,909)		(3,615,934)		(16,536,458)		(14,749,195)
Net Interest Income						13,393,329		11,116,616		37,603,569		33,245,978
Income from equity instruments						12,535		5,473		26,724		24,075
Income from companies accounted by the equity method	5.a					32,948		30,964		109,473		80,383
Fee and commission income						4,972,101		5,080,146		15,113,571		15,010,993
Fee and commission expense						(1,319,833)		(1,053,579)		(3,661,549)		(3,215,606)
Gains (losses) on financial assets and liabilities (net)						(1,695,005)		711,685		2,582,946		14,178,134
Financial Assets Measured At Fair Value Through Profit Or Loss						526,821		135,335		1,571,500		938,618
Financial Assets Measured At Fair Value Through Profit Or Loss  Held For Trading						(2,831,944)		(39,228)		3,722,311		12,790,436
Non-Trading Financial Assets Mandatorily Measured At Fair Value Through Profit Or Loss						116,175		16,381		156,790		119,909
Financial instruments not measured at fair value through profit or loss						(61,821)		(25,425)		(580,553)		(245,138)
Other						555,765		624,622		(2,287,101)		574,309
Exchange differences (net)						(984,203)		(1,926,517)		(3,102,167)		(30,705,813)
Other operating expense						(198,325)		15,757		(645,732)		(422,747)
Total Income						14,213,547		13,980,545		48,026,909		28,195,397
Administrative expenses						(4,377,439)		(4,340,884)		(12,584,524)		(12,629,807)
Personnel expenses	13.a					(2,278,056)		(2,228,600)		(6,626,341)		(6,728,373)
Other administrative expenses	13.b					(2,099,383)		(2,112,284)		(5,958,183)		(5,901,434)
Depreciation and amortization						(573,316)		(665,287)		(1,829,153)		(1,912,200)
Tangible assets	6.a					(428,777)		(521,132)		(1,396,829)		(1,515,646)
Intangible assets	8					(144,539)		(144,155)		(432,324)		(396,554)
Provisions (net)						(566,386)		(388,222)		(1,333,547)		(1,371,817)
Impairment losses on financial assets (net)						(4,771,789)		(3,835,808)		(12,685,098)		(13,912,998)
Financial Instruments Measured At Amortized Cost	3.b.2					(4,771,789)		(3,835,808)		(12,685,098)		(13,912,998)
Impairment losses on other assets (net)						(18,540)		(4,737)		(28,409)		(17,006)
Other intangible assets	8					(980)		(677)		(3,407)		(20,477)
Other assets						(17,560)		(4,060)		(25,002)		3,471
Gains (losses) on disposal of assets not classified as non-current assets held for sale						(78,843)		706		(38,312)		219,622
Gains (losses) on non-current assets held for sale not classified as discontinued operations						15,279		8,768		54,387		36,559
Operating Income Before Tax						3,842,513		4,755,081		19,582,253		(1,392,250)
Income taxes	12					16,693		(951,086)		(7,650,633)		11,122,140
Net income for the period						3,859,206		3,803,995		11,931,620		9,729,890
Profit attributable to the Parent						3,856,959		3,799,373		11,909,648		9,709,246
Profit attributable to non-controlling interests						2,247		4,622		21,972		20,644
Earnings Per Share (Brazilian Real)
Basic earnings per 1,000 shares (Brazilian Real)
Common shares					492.22		485.20		1,519.42					1,240.36
Preferred shares					541.44		533.72		1,671.37					1,364.40
Diluted earnings per 1,000 shares (Brazilian Real)														-
Common shares					492.22		485.20		1,519.42					1,240.36
Preferred shares					541.44		533.72		1,671.37					1,364.40
Net Profit attributable - Basic (Brazilian Real)														-
Common shares					1,871,833		1,843,683		5,781,777					4,713,669
Preferred shares					1,985,126		1,955,690		6,127,871					4,995,577
Net Profit attributable - Diluted (Brazilian Real)														-
Common shares					1,871,833		1,843,683		5,781,777					4,713,669
Preferred shares					1,985,126		1,955,690		6,127,871					4,995,577
Weighted average shares outstanding (in thousands) - basic
Common shares					3,802,851		3,799,830		3,805,242					3,800,235
Preferred shares					3,666,383		3,664,253		3,666,383					3,661,376
Weighted average shares outstanding (in thousands) - diluted														-
Common shares					3,802,851		3,799,830		3,805,242					3,800,235
Preferred shares					3,666,383		3,664,253		3,666,383					3,661,376
The accompanying notes from Management are an integral part of these financial statements.

 

Consolidated Condensed Statements of Comprehensive Income

		07/01 a 09/30/2021		07/01 a 09/30/2020		01/01 a 09/30/2021			01/01 a 09/30/2020
Profit for the Period		3,859,206		3,803,995		11,931,620			9,729,890
Other Comprehensive Income that will be subsequently reclassified for profit or loss when specific conditions are met:	.	(869,343)		(769,347)		(2,412,643)			(1,491,586)
Financial Assets Measured At Fair Value Through Other Comprehensive Income	.	(496,689)		(609,496)		(1,523,867)			(1,621,635)
Financial Assets Measured At Fair Value Through Other Comprehensive Income	.	(1,264,924)		(1,181,766)		(3,227,832)			(3,055,427)
Income taxes	.	768,235		572,270		1,703,965			1,433,792
Cash flow hedges		(372,654)		(159,851)		(888,776)			130,049
Valuation adjustments		(861,289)		(314,188)		(1,692,160)			213,976
Income taxes		488,635		154,337		803,384			(83,927)
Other Comprehensive Income that won't be reclassified for Net income:		(19,877)		(13,275)		101,875			664,974
Defined Benefits plan		(19,877)		(13,275)		101,875			664,974
Defined Benefits plan		-		(132)		266,230			1,275,717
Income taxes		(19,877)		(13,143)		(164,355)			(610,743)
Total Comprehensive Income		2,969,986		4,330,844		9,620,852			8,903,278
Attributable to the parent		2,967,739		4,326,222		9,598,880			8,882,634
Attributable to non-controlling interests		2,247		4,622		21,972			20,644
Total		2,969,986		4,330,844		9,620,852			8,903,278
The accompanying notes from Management are an integral part of these financial statements.

Consolidated Condensed Statement of Changes in Stockholders' Equity 

		Stockholders´ Equity Attributable to the Parent
	Note	Share Capital		Reserves		Treasury shares		Option for Acquisition of Equity Instrument		Profit Attributed to the Parent		Dividends and Remuneration		Stockholders´ Equity Attributable to the Parent			Financial Assets Measured At Fair Value Through Other Comprehensive Income		Defined Benefits plan		Translation adjustments investment abroad		Gains and losses - Cash flow hedge and Investment		Total		Non-controlling Interests		Total Stockholders´ Equity
Balances at December 31, 2019		57,000,000		34,877,492		(681,135)		(67,000)		16,406,932		(10,800,000)		96,736,289			3,345,283		(3,746,537)		859,370		(543,825)		96,650,580		558,581		97,209,161
Total comprehensive income		-		-		-		-		9,709,246		-		9,709,246			(1,621,635)		664,974		-		130,048		8,882,633		-		8,882,633
Net profit		-		-		-		-		9,709,246		-		9,709,246			-		-		-		-		9,709,246		-		9,709,246
Other comprehensive income		-		-		-		-		-		-		-			(1,621,635)		664,974		-		130,048		(826,613)		-		(826,613)
Financial Assets Measured At Fair Value Through Other Comprehensive Income		-		-		-		-		-		-		-			(1,621,635)		-		-		-		(1,621,635)		-		(1,621,635)
Pension plans		-		-		-		-		-		-		-			-		664,974		-		-		664,974		-		664,974
Gain and loss - Cash flow and investment hedge		-		-		-		-		-		-		-			-		-		-		130,048		130,048		-		130,048
Appropriation of net income from prior years		-		16,406,932		-		-		(16,406,932)		-		-			-		-		-		-		-		-		-
Option for Acquisition of Equity Instrument		-		(625,690)		-		67,000		-		-		(558,690)			-		-		-		-		(558,690)		-		(558,690)
Dividends and interest on capital from prior years                          11.b		-	-	(10,800,000)	-	-	-	-	-	-	-	9,140,000	-	(1,660,000)		-	-	-	-	-	-	-	-	-	(1,660,000)	-	-	-	(1,660,000)
Dividends and interest on capital	11.b	-		-		-		-		-		-		-			-		-		-		-		-		-		-
Treasury shares	11.d	-		-		(110,469)		-		-		-		(110,469)			-		-		-		-		(110,469)		-		(110,469)
Other		-		291,308		-		-		-		-		291,308			-		-		-		-		291,308		(245,421)		45,887
Balances at september  30, 2020		57,000,000		40,150,042		(791,604)		-		9,709,246		(1,660,000)		104,407,684			1,723,648		(3,081,563)		859,370		(413,777)		103,495,362		313,160		103,808,522
Balances at December 31, 2020		57,000,000		40,414,981		(791,358)		-		13,418,529		(3,837,085)		106,205,067			2,342,129		(3,190,913)		859,370		(438,666)		105,776,987		312,885		106,089,872
Total comprehensive income		-		-		-		-		11,909,648		-		11,909,648			(1,523,867)		101,875		-		(888,775)		9,598,881		21,972		9,620,853
Net profit		-		-		-		-		11,909,648		-		11,909,648			-		-		-		-		11,909,648		21,972		11,931,620
Other comprehensive income		-		-		-		-		-		-		-			(1,523,867)		101,875		-		(888,775)		(2,310,767)		-		(2,310,767)
Financial Assets Measured At Fair Value Through Other Comprehensive Income		-		-		-		-		-		-		-			(1,523,867)		-		-		-		(1,523,867)		-		(1,523,867)
Pension plans		-		-		-		-		-		-		-			-		101,875		-		-		101,875		-		101,875
Gain and loss - Cash flow and investment hedge		-		-		-		-		-		-		-			-		-		-		(888,775)		(888,775)		-		(888,775)
Appropriation of net income from prior years		-		13,418,529		-		-		(13,418,529)		-		-			-		-		-		-		-		-		-
Spin-Off	11.a	(2,000,000)		(1,167,674)		-		-		-		-		(3,167,674)			-		-		-		-		(3,167,674)		-		(3,167,674)
Dividends and interest on capital	11.b	-		(3,837,085)		-		-		-		3,837,085		-			-		-		-		-		-		-		-
Dividends and interest on capital	11.b	-		-		-		-		-		(6,400,000)		(6,400,000)			-		-		-		-		(6,400,000)		-		(6,400,000)
Treasury shares	11.d	-		-		76,519		-		-		-		76,519			-		-		-		-		76,519		-		76,519
Other		-		(342,252)		-		-		-		-		(342,252)			-		-		-		-		(342,252)		3,263		(338,989)
Balances as of september  30, 2021		55,000,000		48,486,499		(714,839)		-		11,909,648		(6,400,000)		108,281,308			818,262		(3,089,038)		859,370		(1,327,441)		105,542,461		338,120		105,880,581
The accompanying notes from Management are an integral part of these financial statements.

Consolidated Condensed Statement of Cash Flows

	Note		01/01 to 09/30/2021			01/01 to 09/30/2020
1, Cash Flows From Operating Activities
Net income for the period			11,931,620			9,729,890
Adjustments to profit			78,667,914			(3,653,404)
Depreciation of tangible assets	6-a		1,396,829			1,515,646
Amortization of intangible assets	8		432,324			396,555
Impairment losses on other assets (net)			28,409			17,006
Provisions and Impairment losses on financial assets (net)			14,018,645			15,284,815
Net Gains (losses) on disposal of tangible assets, investments and non-current assets held for sale			(16,075)			(256,181)
Income from companies accounted by the equity method	5-a		(109,473)			(80,383)
Deferred tax assets and liabilities	12		1,929,454			(14,321,510)
Monetary Adjustment of Escrow Deposits			(330,424)			(219,447)
Recoverable Taxes			(168,902)			(120,220)
Effects of Changes in Foreign Exchange Rates on Cash and Cash Equivalents			(4,912)			2,295
Effects of Changes in Foreign Exchange Rates on Assets and Liabilities			62,320,994			(5,823,766)
Other			(828,955)			(48,214)
Net (increase) decrease in operating assets			(70,757,946)			(113,217,873)
Balance with the Brazilian Central Bank			2,357,604			(16,220,070)
Financial Assets Measured At Fair Value Through Profit Or Loss			(29,372,050)			(12,755,060)
Other financial assets measured at fair value through profit or loss			9,572,333			(24,459,244)
Financial Assets Measured at Fair Value in Results Retained for Trading			(211,238)			(196,583)
Financial Assets Measured at Fair Value through Other Comprehensive Income			6,066,298			(9,452,663)
Financial Assets Measured At Amortized Cost			(68,358,436)			(67,341,831)
Other assets			9,187,543			17,207,578
Net increase (decrease) in operating liabilities			(15,164,236)			146,340,483
Financial Liabilities Measured At Fair Value Through Profit Or Loss Held For Trading			(15,402,168)			22,393,786
Financial Liabilities Measured At Fair Value Through Profit Or Loss			175,295			627,466
Financial liabilities at amortized cost			4,930,455			123,203,540
Other liabilities			(4,867,818)			115,691
Tax paid			(4,273,276)			(784,097)
Total net cash flows from operating activities (1)			404,076			38,414,999
2, Cash Flows From Investing Activities
Investments			(1,862,896)			(1,889,434)
Acquisition of Minority Residual Interest in Subsidiary			-			(3,373)
Tangible assets			(1,166,670)			(1,414,874)
Intangible assets			(455,660)			(471,188)
Non-collective assets for sale			(240,566)			-
Corporate restructuring			-			1
Disposal			1,204,828			774,333
Tangible assets			609,442			181,279
Non-Current Assets Held For Sale			521,339			447,036
Dividends and interest on capital received			74,047			146,018
Total net cash flows from investing activities (2)			(658,068)			(1,115,101)
3, Cash Flows From Financing Activities
Acquisition of own shares			76,519			(110,469)
Issuance of other long-term liabilities			70,744,107			47,640,769
Dividends and interest on capital paid			(6,987,847)			(8,429,908)
Payments of other long-term liabilities			(60,871,621)			(67,167,344)
Interest Payments on Debt Instruments Eligible to Capital			(441,517)			(458,645)
Net increase in non-controlling interests			17,630			(2,123)
Total net cash flows from financing activities (3)			2,537,271			(28,527,720)
Exchange variation on Cash and Cash Equivalents (4)			4,912			(2,295)
Net Increase in Cash and cash equivalents  (1+2+3+4)			2,288,191			8,769,883
Cash and cash equivalents at the beginning of the period			28,446,808			21,443,663
Cash and cash equivalents at the end of the period			30,734,999			30,213,546
The accompanying notes from Management are an integral part of these financial statements.

 

 

 

1.     Introduction, presentation of condensed consolidated financial statements and other information

a)     Introduction

Banco Santander (Brasil) S.A. (Banco Santander or Bank), directly and indirectly controlled by Banco Santander, S.A., headquartered in Spain (Banco Santander Spain), is the lead institution of the Financial and Prudential Conglomerates (Conglomerate Santander) before the Central Bank of Brazil (Bacen), established as a joint-stock corporation, with head office at Avenida Presidente Juscelino Kubitschek, 2041, CJ 281, Building A,  Wtorre JK - Vila Nova Conceição, in the City of São Paulo, State of São Paulo. Banco Santander operates as a multiple service bank, conducting its operations by means of its commercial, investment, loans, mortgage loans, leasing and foreign exchange portfolios. Through its subsidiaries, also operates in the segments of payments, management of shares’ club, securities and insurance brokerage operations, capitalization plans, consumer finance, payroll loans, digital platforms, management and recovery of non-performing loans and private pension products. The operations are conducted within the context of a group of institutions that operates in the financial market on an integrated basis. The corresponding benefits and costs of providing services are absorbed between them and are conducted in the normal course of business and under commutative conditions.

The Board of Directors authorized the issue of the Condensed Consolidated Financial Statements for the period ended on September  30, 2021 at the meeting held on October 26, 2021.

Said Financial Statements and the documents that comprise them, were subject to an unqualified report by the Independent Auditors, a recommendation for approval issued by the Bank's Audit Committee and a favorable opinion from the Fiscal Council of Banco Santander.              

b)    Basis of presentation of the condensed consolidated financial statements

The consolidated financial statements have been prepared in accordance with the standards of the International Financial Reporting Standards (IFRS) issued by the Accountant Standards Board (IASB), and interpretations issued by the IFRS Interpretations Committee (current name International Financial Reporting Interpretations Committee - IFRIC) The Financial Statement is interim, following the rules of IAS 34 – Interim Financial Statements. All relevant information specifically related to the financial statements of Banco Santander, and only in relation to these, are being evidenced, and correspond to the information used by Banco Santander in its management.

c)     Other information             

c.1) Adoption of new standards and interpretations

The following changes to standards were adopted for the first time for the year beginning January 1, 2021:

• Amendments to IFRS 9, IAS 39, IFRS 7 "Financial Instruments", IFRS 4 "Insurance Contracts" and IFRS 16 "Leasing": the changes provided for in Phase 2 of the IBOR reform address issues that may affect the financial statements during the reform of a reference interest rate, including the effects of changes in contractual cash flows or hedging relationships arising from the replacement of a rate with an alternative reference rate (substitution issues). The effective date of application of this amendment is January 1, 2021. The Group's contracts linked to LIBOR are being reviewed between the parties and will be updated by the respective alternative rates disclosed, plus a spread. Management assesses that the updated cash flows will be economically equivalent to the original, and does not expect material impacts related to this replacement.

The above implementations have had no significant impact on these Financial Statements.

Rules and interpretations that will come into force after September 30, 2021

As of the date of preparation of these condensed consolidated financial statements, the following rules that have an effective adoption date after September 30, 2021 and have not yet been adopted by the Bank are:

· Amendment to IAS 37 “Provision, Contingent Liabilities and Contingent Assets”: in May 2020, the IASB issued this amendment to clarify that, for the purpose of assessing whether a contract is onerous, the cost of complying with the contract includes the incremental costs of fulfillment of this contract and an allocation of other costs that directly relate to the fulfillment of it. The effective date of application of this amendment is 1st. January 2022.

• IFRS 17 - In May 2017, the IASB issued the IFRS for insurance contracts that aims to replace IFRS 4. IFRS 17 is scheduled for implementation on January 1, 2023. This standard is intended to demonstrate greater transparency and information useful in the financial statements, one of the main changes being the recognition of profits as the insurance services are delivered, in order to assess the performance of insurers over time. Banco Santander is evaluating the possible impacts when adopting the standard.

· Amendment to IFRS 3 “Business Combination”: issued in May 2020, with the aim of replacing the references from the old version of the conceptual framework to the most recent one. The amendment to IFRS 3 is effective from January 1, 2022.

· Annual improvements - 2018-2020 cycle: in May 2020, the IASB issued the following changes as part of the annual improvement process, applicable from January 1, 2022:

 

 

 

(i) IFRS 9 - "Financial Instruments" - clarifies which rates should be included in the 10% test for the write-off of financial liabilities.

(ii) IFRS 16 - "Leasing" - amendment to example 13 in order to exclude the example of lessor payments related to improvements in the leased property.

(iii) IFRS 1 "Initial Adoption of International Financial Reporting Standards" - simplifies the application of said standard by a subsidiary that adopts IFRS for the first time after its parent company, in relation to the measurement of the accumulated amount of exchange variations.

There are no other IFRS standards or IFRIC interpretations that have not yet come into force that could have a significant impact on the Bank's financial statements.

c.2) Estimates used

The consolidated results and the calculation of consolidated equity are impacted by the accounting policies, assumptions, estimates and measurement methods used by the Bank's directors in the preparation of consolidated financial statements. The Bank makes estimates and assumptions that affect the reported amounts of assets and liabilities of future periods. All estimates and assumptions required, in accordance with IFRS, are the best estimates in accordance with the applicable standard.

In the consolidated financial statements, estimates are made by management of the Bank and consolidated entities in order to quantify certain assets, liabilities, revenues and expenses and disclosures of explanatory notes.          

c.2.1) Critical estimates           

The critical estimates and assumptions that have the most significant impact on the accounting balances of certain assets, liabilities, revenues and expenses and in the disclosure of explanatory notes, are described below:

i. Corporate Income Tax (IRPJ) and Social Contribution on Net Income (CSLL), Social Integration Program (PIS) and Contribution for the Financing of Social Security

The income tax expense is obtained by adding the Income Tax, Social Contribution, PIS and Cofins. Current Income Tax and Social Contribution arise from the application of the respective tax rates on the real income, and the rates of PIS and Cofins applied on the respective calculation basis provided for in the specific legislation, together with the changes in deferred tax assets and liabilities recognized in the consolidated statement of income. The CSLL rate, for banks of any kind, was increased from 15% to 20% effective as of March 1, 2020, pursuant to article 32 of Constitutional Amendment 103, published on November 13, 2019.

Deferred tax assets and liabilities include temporary differences, identified as the amounts expected to be paid or recovered on the differences between the carrying amounts of the assets and liabilities and their respective bases of calculation, and accumulated tax credits and tax losses. These amounts are measured at the rates that are expected to be applied in the period in which the asset is realized or the liability is settled. Deferred tax assets are only recognized for temporary differences to the extent that it is considered probable that the consolidated entities will have sufficient future taxable profits against which the deferred tax assets may be used and the deferred tax assets do not result from the initial recognition (except in one combination of business) of other assets and liabilities in an operation that does not affect either the taxable income or the taxable income. Other deferred tax assets (tax credits and accumulated tax losses) are only recognized if it is considered probable that the consolidated entities will have sufficient future taxable income for them to be used.

The deferred tax assets and liabilities recognized are revalued at the balance sheet date, and the appropriate adjustments are made based on the findings of the analyzes carried out. The expected realization of the Bank's deferred tax assets is based on projections of future results and based on a technical study.

For further details in note 2.aa to the Consolidated Financial Statements of December 31, 2020.

ii. Valuation of the fair value of certain financial instruments

Financial instruments are initially recognized at fair value and those that are not measured at fair value through profit or loss are adjusted for transaction costs.

Financial assets and liabilities are subsequently measured at the end of each period using valuation techniques. This calculation is based on assumptions, which consider the Management's judgment based on information and market conditions existing at the balance sheet date.

Banco Santander classifies the measurements at fair value using the hierarchy of fair value that reflects the model used in the measurement process, segregating the financial instruments between Levels I, II or III.

The notes 2.e and 46.c8 of the Consolidated Financial Statements of December 31, 2020, present the accounting practice and sensitivity analysis for the Financial Instruments, respectively.

 

 

 

 

iii. Provisions for pension funds

Defined benefit plans are recorded based on an actuarial study performed annually by a specialized company at the end of each year, effective for the subsequent period and are recognized in the consolidated statement of income under Interest and similar expenses and Provisions (net).

The present value of the defined benefit obligation is the present value without deduction of any plan assets from the expected future payments required to settle the obligation resulting from the employee's service in current and past periods.

Additional details are in note 2.x of the Consolidated Financial Statements of December 31, 2020.

iv. Provisions, assets and contingent liabilities

Provisions for judicial and administrative proceedings are constituted when the risk of loss of the judicial or administrative action is assessed as probable and the amounts involved are measurable with sufficient security, based on the nature, complexity and history of the actions and the opinion of the legal advisors internal and external.

The note 2.r to the Bank's consolidated financial statements for the year ended December 31, 2020, features information on provisions and contingent assets and liabilities. There were no significant changes in provisions and contingent assets and liabilities of the Bank between December 31, 2020 and September 30, 2021, the date of preparation of these consolidated financial statements.

v. Goodwill

The goodwill recorded is subject to the impairment test, at least once a year or in a shorter period, in the event of any indication of impairment of the asset.

The basis used for the recoverability test is the value in use and, for this purpose, the cash flow is estimated for a period of 5 years. Cash flow was prepared considering several factors, such as: (i) macroeconomic projections of interest rates, inflation, exchange rate and others; (ii) behavior and growth estimates of the national financial system; (iii) increased costs, returns, synergies and investment plan; (iv) customer behavior; and (v) growth rate and adjustments applied to flows in perpetuity. The adoption of these estimates involves the probability of future events occurring and the alteration of any of these factors could have a different result. The cash flow estimate is based on a valuation prepared by an independent expert annually or whenever there is evidence of a reduction in its recoverable amount, which is reviewed and approved by Management.

Further details are in note 7.

2.     Basis of consolidation

Below are highlighted as controlled, direct and indirect entities and investment funds included in Banco Santander Consolidated Financial Statements. Similar information about companies accounted for by the Bank's equity method is provided in note 5.

			Quantity of Shares or Quotas Owned (in Thousands)			09/30/2021
Investments		Activity	Common Shares and Quotas	Preferred Shares	Direct Participation	Participation
Controlled by Banco Santander
Atual Serviços de Recuperação de Créditos e Meios Digitais S.A.		Recovery of Defaulted Credits	2,142,011	-	100.00%	100.00%
Aymoré Crédito, Financiamento e Investimento S.A. (Aymoré CFI)		Financial	2,877	-	100.00%	100.00%
BEN Benefícios e Serviços S.A.  (BEN Benefícios)		Other Activities	90,000	-	100.00%	100.00%
Esfera Fidelidade S.A.		Other Activities	10,001	-	100.00%	100.00%
GIRA - Gestão Integrada de Recebíveis do Agronegócio S.A.		Tecnology	380	-	80.00%	80.00%
Rojo Entretenimento S.A.		Other Activities	7,417	-	94.60%	94.60%
Sanb Promotora de Vendas e Cobrança Ltda.		Other Activities	30,988	-	100.00%	100.00%
Sancap Investimentos e Participações S.A. (Sancap)		Holding	23,538,159	-	100.00%	100.00%
Santander Brasil Administradora de Consórcio Ltda. (Santander Brasil Consórcio)		Buying Club	436,440	-	100.00%	100.00%
Santander Brasil Tecnologia S.A.		Tecnology	45,371	-	100.00%	100.00%
Santander Corretora de Títulos e Valores Mobiliários S.A. (Santander CCVM)		Broker	14,067,640	14,067,640	99.99%	100.00%
Santander Corretora de Seguros, Investimentos e Serviços S.A. (Santander Corretora de Seguros)		Other Activities	7,184	-	100.00%	100.00%
Santander Holding Imobiliária S.A.		Holding	481,196	-	100.00%	100.00%
Santander Leasing S.A. Arrendamento Mercantil (Santander Leasing)		Leasing	164	-	100.00%	100.00%
F1RST Tecnologia e Inovação Ltda.		Other Activities	5,045	-	100.00%	100.00%
Paytec Tecnologia em Pagamentos Ltda.		Other Activities	9,100	-	100.00%	100.00%
SX Negócios Ltda.		Other Activities	75,050	-	100.00%	100.00%
Controlled by Aymoré CFI
Bank PSA		Bank	105	-	100.00%	100.00%

 

 

 

 

Bank Hyundai Capital Brasil S.A.		Bank	150,000	-	0.00%	0.00%
Controlled by Santander Leasing
Bank Bandepe S.A.		Bank	3,589	-	0.00%	50.00%
PI Distribuidora de Títulos e Valores Mobiliários S.A.		Leasing	277	-	0.00%	0.00%
Controlled by Sancap
Santander Capitalização S.A. (Santander Capitalização)		Capitalization	64,615	-	0.00%	100.00%
Evidence Previdência S.A.		Private Pension	42,819,564	-	0.00%	0.00%
Controlled by Santander Holding Imobiliária S.A.
Summer Empreendimentos Ltda.		Other Activities	17,084	-	0.00%	100.00%
Controlled by Atual Serviços de Recuperação de Créditos e Meios Digitais S.A.
Return Capital Serviços de Recuperação de Créditos S.A.		Collection and Recover of Credit Management	200	-	0.00%	100.00%
Controlled by Paytec Tecnologia em Pagamentos Ltda.
Paytec Logística e Armazém Ltda.		Other Activities	100	-	0.00%	100.00%
Controlled by Return Capital Serviços de Recuperação de Créditos S.A. (current name of Ipanema Empreendimentos e Participações S.A.)
Return Gestão de Recursos S.A. (atual denominação social da Gestora de Investimentos Ipanema S.A.)		Resources Management	11	-	0.00%	100.00%
Controlled by PI Distribuidora de Títulos e Valores Mobiliários S.A.
Toro Corretora de Títulos e Valores Mobiliários Ltda		Corretora	19,140	-	0.00%	60.00%
Controlled by PI Distribuidora de Títulos e Valores Mobiliários S.A.
Toro Investimentos S.A		Corretora	90,400	-	0.00%	100.00%
Jointly Controlled Companies by Sancap
Santander Auto S.A.		Other Activities	22,452	-	0.00%	50.00%

 

Consolidated Investment Funds

·         Santander Fundo de Investimento Amazonas Multimercado Crédito Privado de Investimento no Exterior (Santander FI Amazonas);

·         Santander Fundo de Investimento Diamantina Multimercado Crédito Privado de Investimento no Exterior (Santander FI Diamantina);

·         Santander Fundo de Investimento Guarujá Multimercado Crédito Privado de Investimento no Exterior (Santander FI Guarujá);

·         Santander Fundo de Investimento Unix Multimercado Crédito Privado (Santander FI Unix);

·         Santander Fundo de Investimento SBAC Referenciado DI Crédito Privado (Santander FI SBAC);

·         Santander Paraty QIF PLC (Santander Paraty) (2);                                          

·         Prime 16 – Fundo de Investimento Imobiliário (atual denominação do BRL V - Fundo de Investimento Imobiliário - FII) (1);

·         Santander FI Hedge Strategies Fund (Santander FI Hedge Strategies) (2);                                                                

·         Fundo de Investimento em Direitos Creditórios Multisegmentos NPL Ipanema VI - Não Padronizado (Fundo Investimento Ipanema NPL VI) (3);                                                                                                                                    

·         Santander Hermes Multimercado Crédito Privado Infraestrutura Fundo de Investimentos (4); 

·         Fundo de Investimentos em Direitos Creditórios Atacado – Não Padronizado (5).

·         Atual - Multimarket Investment Fund Private Credit Investment Abroad (6)

·         Verbena FCVS – Fundo de Investimento em Direitos Creditórios(7)

(1) Banco Santander was a creditor of certain overdue credit operations that had real estate as collateral. The operation for the recovery of these credits consists of the contribution of properties as collateral to the capital of the Real Estate Investment Fund and the consequent transfer of the Fund's quotas to Banco Santander, by means of a payment in payment of the aforementioned credit operations. At the Extraordinary General Meeting (AGE) held on October 30, 2018, the change of name from BRL V - Fundo de Investimento Imobiliário - FII to Prime 16 - Fundo de Investimento Imobiliário was approved.

(2) Banco Santander, through its subsidiaries, holds the risks and benefits of Santander Paraty and the Santander FI Hedge Strategies Sub-Fund, residing in Ireland, and both are fully consolidated in their Consolidated Financial Statements. In the Irish market, an investment fund cannot act directly and, for this reason, it was necessary to create another structure (a sub-fund), Santander FI Hedge Strategies. Santander Paraty does not have an equity position, and all records come from the financial position of Santander FI Hedge Strategies.

(3) This fund was created and started to be consolidated in September 2017. It refers to a structure in which Banco Santander sold certain credit operations, which had already been transferred to losses (operations overdue for more than 360 days) to this fund. Atual Serviços de Recuperação de Creditos e Meios Digitais S.A. (current corporate name of Atual Companhia Securitizadora de Creditos Financeiros) (Note 2.b.1), a company controlled by Banco Santander, holds 100% of the shares in this fund.

(4) This fund was consolidated in November 2018 and is controlled through Banco Bandepe S.A.

(5) This fund started to be consolidated in June 2019 and is controlled through Atual Serviços de Recuperação de Creditos e Meios Digitais S.A.

(6) This fund started to be consolidated in August 2020 and is controlled through Atual Serviços de Recuperação de Creditos e Meios Digitais S.A.

(7) This fund was consolidated in February 2021 and is controlled through Banco Santander Brasil S.A. It holds 100% of the shares in this fund.

Corporate movements were implemented in order to reorganize the operations and activities of the entities in accordance with the business plan of the Santander Conglomerate.

i) Acquisition of Equity Interest in Apê11 Tecnologia e Negócios Imobiliários Ltda.

On September 2, 2021, Santander Holding Imobiliária S.A. (“SHI”) – a wholly owned subsidiary of the Company – celebrated, with the partners of Apê11 Tecnologia e Negócios Imobiliários Ltda. (“Apê11”), certain Share Purchase and Sale Agreement and Investment Agreement, by which, once the transaction is carried out, it will hold 90% of the capital stock of Apê11 (“Transaction”). Apê11 acts as

 

 

 

 

a collaborative marketplace, pioneering the digitization of the purchase journey of houses and apartments. The execution of the Transaction will be subject to the execution of the definitive instruments and the implementation of certain usual conditions in this type of transaction, including the applicable regulatory approvals.

ii) Acquisition of equity interest in Liderança Serviços Especializados em Cobranças Ltda. and Fozcobra Agência de Collections Ltda.

On August 4, 2021, Atual Serviços de Recovery de Créditos e Meios Digitais S.A. (“Atual”) – a wholly-owned subsidiary of the Company – celebrated, with the partners of Liderança Serviços Especializados em Cobranças Ltda. (“Lederança”), a certain Agreement for the Assignment of Quotas and Other Covenants, whereby, once the transaction is carried out, it will hold 100% of the share capital of Liderança (“Transaction”). Liderança operates in the area of ​​overdue credit recovery, providing extrajudicial collection services to financial institutions of different sizes, retail networks, telecommunications operators and automakers, among others, and has a subsidiary, Fozcobra Agência de Cobranças Ltda. The execution of the Transaction will be subject to the execution of the definitive instruments and the implementation of certain usual conditions in this type of transaction, including the applicable regulatory and antitrust approvals.

iii) Acquisition of Equity Interest in Solutions 4 Fleet Consultoria Empresarial Ltda.

On July 13, 2021, Aymoré Crédito, Financiamento e Investimento S.A. (“Aymoré”), celebrated with the partners of Solution 4 Fleet Consultoria Empresarial Ltda. (“Solutions4Fleet”), certain Investment Agreement and Share Purchase and Sale Agreement, by which, once the transaction is carried out, Aymoré will hold 80% of the capital stock of Solution4Fleet (“Transaction”). Solution4Fleet specializes in structuring vehicle rental and subscription businesses – long-term rental for individuals. The execution of the Transaction will be subject to the execution of the definitive instruments and the implementation of certain usual conditions in this type of transaction, including the applicable regulatory approvals.

iv) Acquisition of equity interest in Car10 Tecnologia e Informação SA and Pag10 Fomento Mercantil Eireli.

On July 13, 2021, Webmotors S.A. (“Webmotors”), celebrated with the partners of Car10 Tecnologia e Informação S.A. (“Car10 Tecnologia”) and Pag10 Fomento Mercantil Eireli. (“Pag10” and, together with Car10 Tecnologia, “Car10”), certain Investment Agreements and Share Purchase and Sale Agreements, under which, once the transaction is carried out, Webmotors will hold approximately 66.7% of the share capital of Car10 Tecnologia, which, in turn, is the sole holder of Pag10 (“Transaction”). Car10 acts as a marketplace that brings together more than 7,000 service providers such as workshops and autocenters; auto body and Paint; and cleaning and sanitizing, as well as emergency assistance and towing. After compliance with the conditions precedent established in the Investment Agreement for the Purchase and Sale of Shares, the closing of the Transaction was formalized on September 20, 2021.

v) Acquisition of Equity Interest in Monetus Investimentos Ltda. and Monetus Corretora de Seguros Ltda.

On June 15, 2021, Pi Distribuidora de Títulos e Valores Mobiliários SA (“Pi”), Toro Corretora de Títulos e Valores Mobiliários SA (“Toro CTVM”), and Toro Investimentos SA (“Toro Investimentos” and, together, with Toro CTVM, “Toro”) entered into, with the partners of Monetus Investimentos Ltda., and Monetus Corretora de Seguros Ltda. (jointly “Monetus”), investment agreement and other covenants, whereby, once the transaction is carried out, Toro Investimentos will hold 100% of the capital stock of Monetus (“Transaction”). Monetus, originally from Belo Horizonte, carries out its activities through an automated investment application based on objectives, after considering the client's needs and risk profile, the application automatically creates, executes and tracks a diversified and personalized investment strategy that use the platform to undertake and serve customers in the best way. The execution of the Transaction will be subject to the execution of the definitive instruments and the implementation of certain usual conditions in this type of transaction, including the applicable regulatory approvals.

vi) Acquisition of Equity Interest in Mobills Labs Soluções em Tecnologia Ltda. and Mob Soluções em Tecnologia Ltda.

On June 15, 2021, Pi Distribuidora de Títulos e Valores Mobiliários SA (“Pi”), Toro Corretora de Títulos e Valores Mobiliários SA (“Toro CTVM”), and Toro Investimentos SA (“Toro Investimentos” and, together, with Toro CTVM, “Toro”) entered into, with the partners of Mobills Labs Soluções em Tecnologia Ltda., and Mob Soluções em Tecnologia Ltda (together “Mobills”), an investment agreement and other covenants, by which, once effective In the transaction, Toro Investimentos will hold 100% of the capital stock of Mobills (“Transaction”). Based in Ceará, Mobills has a variety of financial applications that have a large user base, especially related to financial planning. The execution of the Transaction will be subject to the execution of the definitive instruments and the implementation of certain usual conditions in this type of transaction, including the applicable regulatory approvals.

vii) Corporate reorganization Santander Leasing S.A. Arrendamento Mercantil and Banco Bandepe S.A.

On May 11, 2021, Banco Santander (Brasil) SA (“Banco Santander”) and Banco Bandepe SA (“Bandepe”) entered into a Share Purchase Agreement through which Banco Santander acquired the entire interest shareholding held by Bandepe in Santander Leasing SA Arrendamento Mercantil (“Santander Leasing”), which corresponds to 21.42%. In this operation, Banco Santander became the sole shareholder of Santander Leasing. On May 27, 2021, the merger of all the shares of Bandepe by Santander Leasing was resolved, in order to convert Bandepeinto a wholly owned subsidiary of Santander Leasing (“Incorporation of Shares”). The Merger of Shares resulted in an increase in the capital stock of Santander Leasing of R$ 5,365,189,080.65 (five billion, three hundred and sixty-five

 

 

 

 

million, one hundred and eighty-nine thousand, eighty reais and sixty-five cents), in reason for the merger of shares issued by Banco Bandepe held by Banco Santander.

viii) Partial spin-off and segregation of Getnet Acquiring and Services for Payment Means S.A.

After the approval of the studies and favorable proposal of the Board of Directors of Santander Brasil, on March 31, 2021, the shareholders of Santander Brasil approved the partial spin-off of Santander Brasil, for the segregation of shares owned by them issued by Getnet Acquirência e Serviços for Meios de Pagamentos SA (“Getnet”), with a version of the split portion for Getnet itself. Upon completion of the spin-off, the shareholders of Santander Brasil will become direct shareholders of Getnet in proportion to their participation in the capital of Santander Brasil and the shares and Units of Santander Brasil will be traded with the right to receive the shares and Units of issue of Getnet.

As a result of the Spin-off, Santander Brasil's share capital was reduced in the total amount of 2,000,000 (two billion reais), without the cancellation of shares, with Santander Brasil's share capital increasing to 57,000,000 (fifty-seven billion reais) to 55,000,000 (fifty-five billion reais).

ix) Signing of an agreement for the Acquisition of Paytec Tecnologia em Pagamentos Ltda. and Paytec Logística e Armazém EIRELI

On December 8, 2020, Banco Santander celebrated, with the partners and owners of Paytec Tecnologia em Pagamentos Ltda. and Paytec Logística and Armazém Eireli (together “Paytec”), a share purchase and sale agreement, transfer of ownership and other covenants, whereby, once the transaction is carried out, it will hold 100% of the share capital of Paytec. Paytec acts as a logistics operator with national coverage and focused on the payments market. After approval of the transaction by the Central Bank of Brazil, the transaction was carried out on March 12, 2021, with Banco Santander now holding 100% of the share capital of the Paytec companies.

x) Dissolution and liquidation of Santander Brasil, Establecimiento Financiero de Credito, S.A.

On November 12, 2020, by decision of its sole partner, the dissolution and liquidation of Santander Brasil, Establecimiento Financiero de Credito, SA (which had its corporate name changed to Santander Brasil, SAU), an offshore entity headquartered in Spain, was approved. fully owned by Banco Santander Brasil, which acted to complement the foreign trade strategy for corporate clients (large Brazilian companies and their operations abroad) and to offer financial products and services. The capital invested abroad was repatriated in November 2020. The company's dissolution and liquidation deed was registered in the Madrid Registry with effect from December 15, 2020. These activities are now carried out by the Bank's branch in Luxembourg.

xi) Disposal of Investments in Norchem Holding e Negócios S.A. and Norchem Participações e Consultoria S.A.

On October 8, 2020, Banco Santander (Brasil) SA withdrew from the shareholder structure of Norchem Participações e Consultoria SA (NPC) and Norchem Holding e Negócios SA (NHN), upon capital reduction in the amounts of R$19,950 million and R$14,770 million, respectively, and consequent cancellation of shares held by Banco Santander (Brasil) SA

xii) Acquisition of Equity Interest in Toro Controle

On September 29, 2020, Pi Distribuidora de Títulos e Investimentos SA (“Pi”), which is indirectly controlled by Banco Santander, entered into an investment agreement with the shareholders of Toro Controle e Participações SA (“Toro Controle”) and other covenants. Toro Controle had been a holding company that, ultimately, had controlled Toro Corretora de Títulos e Valores Mobiliários Ltda. (“Toro CTVM”) and Toro Investimentos S.A. (“Toro Investimentos” and, together, “Toro”). Toro is an investment platform founded in Belo Horizonte in 2010. In 2018, it received the necessary authorizations and started its operation as a securities brokerage aimed at the retail public. After compliance with all applicable conditions precedent, including approval by the Central Bank of Brazil, the transaction was carried out on April 30, 2021, with the acquisition of shares representing 60% of the capital stock of Toro Controle and its immediate incorporation by Toro CTVM, so that Pi became the direct holder of the equivalent of 60% of the share capital of Toro CTVM which, in turn, holds 100% of the share capital of Toro Investimentos.

xiii) Signing of an Agreement for the Acquisition of Equity Interest in Gira – Integrated Management of Receivables of Agronegócio S.A.

On August 11, 2020, Banco Santander signed a share purchase and sale agreement and other agreements with the shareholders of Gira – Integrated Management of Receivables of Agronegócio S.A. Gira is a technology company that operates in the management of agribusiness receivables and has a robust technological platform, capable of adding greater security to agricultural credit operations. Upon compliance with the conditions established in the contract, in particular the applicable regulatory approvals, the parties formalized the definitive instruments on January 8, 2021. With the completion of the transaction, Banco Santander now holds 80% of Gira's share capital.

xiv) Acquisition of direct equity interest in Toque Fale Serviços de Telemarketing Ltda.

On March 24, 2020, the Bank acquired the shares representing the entire share capital of Toque Fale Serviços de Telemarketing Ltda. (“Toque Fale”) for R$1,099 million, corresponding to the book value of the shares on February 29, 2020, previously held by Getnet

 

 

 

 

Acquirência e Serviços para Meios de Pagamento S.A. and Auttar HUT Processamento de Dados Ltda. As a result, the Bank became a direct shareholder of Toque Fale and holder of 100% of its capital.

xv) Disposal of the equity interest held in Super Pagamentos e Administração de Meios Eletrônicos S.A.

On February 28, 2020, the equity interest held in Super Pagamentos e Administração de Meios Eletrônicos SA was sold to Superdigital Holding Company, SL, a company indirectly controlled by Banco Santander, SA, of the shares representing the totality of the share capital of Super Payments and Administration of Meios Eletrônicos SA (“Superdigital”) for the amount of R$270 million. As a result, the Bank is no longer a shareholder of Superdigital.

xvi) Acquisition of Summer Empreendimentos Ltda.

On May 14, 2019, Banco Santander (Brasil) S.A. and its wholly owned subsidiary Santander Holding Imobiliária S.A. (“SHI”) entered into a binding document with the partners of Summer Empreendimentos Ltda. (“Summer”) establishing the terms of the negotiation of purchase and sale of shares representing the entirety of Summer's capital stock. The acquisition was approved by BACEN on September 16, 2019 and concluded on September 20, 2019, so that SHI now holds 99.999% and Banco Santander 0.001% of the shares representing Summer's capital stock. Due to the Entity's short-term sale plan, Summer was initially recorded as a Non-Current Asset Held by Sale, at its cost value. In June 2020, with the non-execution of the established plan, Summer became part of the scope of Banco Santander's Consolidated Financial Statements.

xvii) Sale option of interest in Banco Olé Consignado S.A. and merger of Banco Olé Consignado S.A. and Bosan Participações S.A.

On March 14, 2019, the minority shareholder of Banco Olé Consignado SA (“Banco Olé”) formalized its interest in exercising the put option provided for in the Investment Agreement, entered into on July 30, 2014, for the sale of its interest in 40% in the share capital of Olé Consigned to Banco Santander (Brasil) SA (“Banco Santander”).

On December 20, 2019, the parties entered into a binding agreement for the acquisition, by Banco Santander, of all shares issued by Bosan Participações SA (holding whose only asset are shares representing 40% of Banco Olé's share capital), for the amount total of R$1.6 billion (“Transaction”), to be paid on the closing date of the Transaction.

On January 31, 2020, the Bank and the shareholders of Bosan Participações SA (“Bosan”) concluded the definitive agreement and signed the purchase and sale agreement for 100% of the shares issued by Bosan, through the transfer of Bosan's shares to Bank and payment to sellers in the total amount of R$1,608,772. As a result, Banco Santander became, directly and indirectly, the holder of 100% of the shares of Banco Olé.

On August 31, 2020, Banco Santander shareholders approved the merger by the Bank of Banco Olé Consignado S.A. and Bosan Participações S.A. The mergers did not result in an increase in the share capital of Santander Brasil.

 

 

 

 

 

 

 

 

 

 

 

 

 

3.     Financial assets

a)     Classification by nature and category

The classification by nature and category for the purpose of valuing the Bank's assets, except for the items related to “Cash and reserves at the Central Bank of Brazil” and “Derivatives used as Hedge”, on September 30, 2021 and December 31, 2020 is shown below:

 

 

 

																	09/30/2021
		Financial Assets Measured At Fair Value Through Profit Or Loss			Financial Assets Measured At Fair Value Through Profit Or Loss  Held For Trading			Non-Trading Financial Assets Mandatorily Measured At Fair Value Through Profit Or Loss			Financial Assets Measured At Fair Value Through Other Comprehensive Income			Financial Assets Measured At Amortized Cost			Total
Balances With The Brazilian Central Bank		30,925,441		-			-			-			-			30,925,441
Loans and amounts due from credit institutions		-		-			-			-			89,953,196			89,953,196
Of which:
Loans and amounts due from credit institutions, gross		-		-			-			-			89,962,687			89,962,687
Impairment losses (note 3-b.2)		-		-			-			-			(9,491)			(9,491)
Loans and advances to customers		-		-			276,754			-			449,683,506			449,960,260
Of which:
Loans and advances to customers, gross (1)		-		-			276,754			-			476,686,231			476,962,985
Impairment losses (note 3-b.2)		-		-			-			-			(27,002,725)			(27,002,725)
Debt instruments		3,391,553			52,497,741			-			100,547,524			74,516,186			230,953,004
Of which:
Debt instruments		3,391,553			52,497,741			-			100,547,524			76,205,845			232,642,663
Impairment losses (note 3-b.2)		-		-			-			-			(1,689,659)			(1,689,659)
Equity instruments		-			2,068,761			434,204			33,062			-			2,536,027
Trading derivatives		12,457			34,327,397			-			-			-			35,078,253
Total		34,329,451			88,983,899			710,958			100,580,586			614,152,888			838,667,782
																	12/31/2020
		Financial Assets Measured At Fair Value Through Profit Or Loss			Financial Assets Measured At Fair Value Through Profit Or Loss  Held For Trading			Non-Trading Financial Assets Mandatorily Measured At Fair Value Through Profit Or Loss			Financial Assets Measured At Fair Value Through Other Comprehensive Income			Financial Assets Measured At Amortized Cost			Total
Balances With The Brazilian Central Bank		57,354,806		-			-			-			-			57,354,806
Loans and amounts due from credit institutions		-		-			-			-			112,849,776			112,849,776
Of which:
Loans and amounts due from credit institutions, gross		-		-			-			-			112,858,840			112,858,840
Impairment losses (note 3-b.2)		-		-			-			-			(9,064)			(9,064)
Loans and advances to customers		-		-			60,808			-			393,707,229			393,768,037
Of which:
Loans and advances to customers, gross (1)		-		-			60,808			-			417,761,218			417,822,026
Impairment losses (note 3-b.2)		-		-			-			-			(24,053,989)			(24,053,989)
Debt instruments		3,545,660			68,520,799			-			109,668,214			48,367,791			230,102,464
Of which:
Debt instruments		3,545,660			68,520,799			-			109,668,214			48,945,226			231,679,899
Impairment losses (note 3-b.2)		-		-			-			-			(1,577,435)			(1,577,435)
Equity instruments		-			1,818,276			438,912			72,173			-			2,329,361
Trading derivatives		-			28,127,157			-			-			-			28,127,157
Total		60,900,466			98,466,232			499,720			109,740,387			554,924,796			824,531,601

(1)   As of September 30, 2021, the balance recorded under “Loans and advances to customers” referring to loan portfolio operations assigned is                       R$ 44,292 (12/31/2020 - R$59,820) and R$ 43,879 (12/31/2020 - R$59,713) of “Other financial liabilities - Financial liabilities associated with the transfer of assets”.